AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MBIA INC.,
MBIA ACQUISITION, INC.
and
1838 INVESTMENT ADVISORS, INC.
Dated as of June 19, 1998
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS ............................................................ 1
ARTICLE II
THE MERGER
Section 2.01. The Merger .............................................. 6
Section 2.02. Effective Time of Merger ................................ 6
Section 2.03. Certificate of Incorporation of Surviving Corporation ... 6
Section 2.04. Bylaws of Surviving Corporation ......................... 7
Section 2.05. Directors and Officers of Surviving Corporation ......... 7
Section 2.06. The Closing ............................................. 7
Section 2.07. Conversion of Acquisition Common Stock .................. 7
Section 2.08. Conversion of 1838 Common Stock ......................... 7
Section 2.09. Exchange of 1838 Certificates ........................... 7
Section 2.10. Stock Transfer Books .................................... 8
Section 2.11. Reorganization .......................................... 8
Section 2.12. Nonsolicitation ......................................... 8
ARTICLE III
OTHER AGREEMENTS
Section 3.01. Disclosure Schedule ..................................... 9
Section 3.02. Legal Conditions to Merger .............................. 9
Section 3.03. Public Announcements .................................... 9
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF 1838
Section 4.01. Ownership of Stock ...................................... 10
Section 4.02. Ownership of 1838, L.P .................................. 10
Section 4.03. Existence, Good Standing and Authority .................. 10
Section 4.04. Capital Stock ........................................... 10
Section 4.05. Subsidiaries and Investments ............................ 11
Section 4.06. No Violation or Conflict ................................ 11
Section 4.07. Litigation .............................................. 11
Section 4.08. Financial Statements .................................... 11
Section 4.09. Title to Properties and Assets .......................... 11
Section 4.10. Existing Contracts ...................................... 12
Section 4.11. Contractual Defaults .................................... 12
Section 4.12. Reserved ................................................ 12
Section 4.13. Insurance Policies ...................................... 12
Section 4.14. Employee Benefit Plans .................................. 12
Section 4.15. Status .................................................. 14
Section 4.16. Taxes ................................................... 14
Section 4.17. Employee Matters ........................................ 16
Section 4.18. Credit Agreements ....................................... 16
Section 4.19. Record Books ............................................ 16
Section 4.20. MPCM Loan/Stockholder Distribution Obligations .......... 16
Section 4.21. Accounts Receivable/Working Capital ..................... 16
Section 4.22. Customer Contracts ...................................... 16
Section 4.23. Affiliate and Insider Transactions ...................... 17
Section 4.24. Compliance With Laws .................................... 17
Section 4.25. Absence of Certain Developments ......................... 18
Section 4.26. Material Adverse Change ................................. 19
Section 4.27. Bank Accounts and Powers of Attorney .................... 19
Section 4.28. Broker's or Finder's Fees ............................... 19
Section 4.29. Business Activities of 1838 ............................. 19
Section 4.30. Regulatory Documents .................................... 19
Section 4.31. Ineligible Persons ...................................... 20
Section 4.32. Funds ................................................... 20
Section 4.33. Investment Company Contracts ............................ 20
Section 4.34. Technology and Intellectual Property .................... 21
Section 4.35. Year 2000 ............................................... 21
Section 4.36. Redemption Agreement .................................... 21
Section 4.37. Former Stockholders ..................................... 21
Section 4.38. Disclosure .............................................. 22
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
MBIA AND ACQUISITION
Section 5.01. Organization ............................................ 22
Section 5.02. Authorization; Enforceability ........................... 22
Section 5.03. No Violation or Conflict ................................ 22
Section 5.04. Litigation .............................................. 22
Section 5.05. Brokers ................................................. 23
Section 5.06. SEC Reports and Financial Statements .................... 23
Section 5.07. Material Adverse Change ................................. 23
Section 5.08. MBIA Stock .............................................. 23
Section 5.09. Capitalization .......................................... 23
Section 5.10. Certain Tax-Related Matters ............................. 23
ii
ARTICLE VI
COVENANTS OF 1838
Section 6.01. Conduct of Business of 1838 ............................. 24
Section 6.02. Approval by Investment Company Contract Clients ......... 25
Section 6.03. Approval by Investment Advisory Contract Clients ........ 26
Section 6.04. Insurance ............................................... 26
Section 6.05. Maintenance of Records .................................. 26
Section 6.06. Full Access ............................................. 26
Section 6.07. Exclusivity ............................................. 26
Section 6.08. Accounting Matters ...................................... 27
ARTICLE VII
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF MBIA AND ACQUISITION
Section 7.01. No Material Adverse Change .............................. 27
Section 7.02. Compliance with Agreement ............................... 27
Section 7.03. Xxxx Xxxxx Xxxxxx, Act .................................. 27
Section 7.04. Pooling Opinion ......................................... 27
Section 7.05. 1838 Stockholder Approval ............................... 27
Section 7.06. 1838 Opinion Letter ..................................... 27
Section 7.07. Approval by 1838, L.P.'s Clients ........................ 27
Section 7.08. No Litigation ........................................... 28
Section 7.09. Representations and Warranties Accurate ................. 28
Section 7.10. Officer's Certificate ................................... 28
Section 7.11. Employment of Key Employees ............................. 28
Section 7.12. No Adverse Claims ....................................... 28
Section 7.13. Additional Documentation ................................ 28
Section 7.14. Approval by Board ....................................... 28
Section 7.15. Joint Advisory Agreement ................................ 28
Section 7.16. Purchase of Minority Interest ........................... 28
Section 7.17. MBIA Common Stock Price ................................. 28
Section 7.18. Final Disclosure Schedule ............................... 29
ARTICLE VIII
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF 1838
AND THE 1838 STOCKHOLDERS
Section 8.01. Compliance With Agreement ............................... 29
Section 8.02. Proceedings and Instruments Satisfactory ................ 29
Section 8.03. No Litigation ........................................... 29
Section 8.04. Representations and Warranties of MBIA and Acquisition .. 29
Section 8.05. MBIA Opinion Letter ..................................... 29
iii
Section 8.06. Approvals ............................................... 29
Section 8.07. No Material Adverse Change .............................. 29
Section 8.08. MBIA Common Stock Price ................................. 30
Section 8.09. Xxxx-Xxxxx-Xxxxxx ....................................... 30
Section 8.1O. Stockholder Approval .................................... 30
ARTICLE IX
INDEMNIFICATION
Section 9.01. Indemnification by 1838 Stockholders .................... 30
Section 9.02. Limitation of Indemnification ........................... 30
Section 9.03. Procedure for Indemnification-Third Parties ............. 31
Section 9.04. Procedures for Claims by Indemnified Parties ............ 32
Section 9.05. Indemnification by MBIA ................................. 32
Section 9.06. Exclusive Remedies ...................................... 33
ARTICLE X
MISCELLANEOUS
Section 10.01. Survival of Representations, Warranties and Covenants ... 33
Section 10.02. Entire Agreement; Amendment ............................. 34
Section 10.03. Expenses ................................................ 34
Section 10.04. Governing Law ........................................... 34
Section 10.05. Assignment .............................................. 34
Section 10.06. Notices ................................................. 34
Section 10.07. Counterparts; Headings .................................. 35
Section 10.08. Interpretation .......................................... 35
Section 10.09. Severability ............................................ 35
Section 10.10. Further Assurances ...................................... 35
Section 10.11. Waivers ................................................. 35
Section 10.12. Successors In Interest .................................. 36
Section 10.13. ACKNOWLEDGEMENT BY 1838 STOCKHOLDERS .................... 36
iv
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made as of this day of June 19th, 1998
by and among MBIA INC. ("MBIA"), 1838 INVESTMENT ADVISORS, INC. ("1838") and
MBIA ACQUISITION, INC. ("Acquisition").
RECITALS
WHEREAS, 1838 is a Delaware corporation whose sole business activity is the
management and holding of its partnership interest in 1838 Investment Advisors,
L.P. ("1838, L.P."); and
WHEREAS, 1838, L.P. is a Delaware limited partnership engaged in the
business of providing investment advice and related services (the "Business
Activities"); and
WHEREAS, the stockholders of 1838 (the "1838 Stockholders") own 558,200
shares of common stock of 1838 (the "1838 Common Stock"); and
WHEREAS, it is the intention of the parties hereto that, upon effectuation
of the Merger contemplated by this Agreement, that MBIA shall own all of the
outstanding shares of the 1838 Common Stock; and
WHEREAS, the respective Boards of Directors of MBIA, 1838 and Acquisition
have (a) determined that the merger of Acquisition with and into 1838 (the
"Merger") pursuant to, and subject to all of the terms and conditions of, this
Agreement is advisable, fair and in the best interests of MBIA, 1838 and
Acquisition and their respective stockholders and (b) approved the Merger, this
Agreement and the transactions contemplated by this Agreement; and
WHEREAS, the respective Board of Directors of 1838 and Acquisition have
resolved that this Agreement and the Merger be submitted to their respective
stockholders for approval; and
WHEREAS, all of the 1838 Stockholders have approved by execution and
delivery of the Selling Stockholder Letter and MBIA as the sole stockholder of
Acquisition (the "Acquisition Stockholder") has approved, by written consent,
the terms of the Merger as set forth herein; and
NOW, THEREFORE, in consideration of the Recitals and of the mutual
covenants, conditions and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:
ARTICLE I
DEFINITIONS
When used in this Agreement, the following terms shall have the meanings
specified:
"Acquisition" shall mean MBIA Acquisition, Inc., a Delaware corporation and
a wholly-owned subsidiary of MBIA.
"Acquisition Stockholder" shall mean MBIA.
"Advisers Act" shall mean the Investment Advisers Act of 1940, as amended,
and the rules and regulations issued by the SEC thereunder.
"Agreement" shall mean this Agreement and Plan of Merger, together with the
Exhibits attached hereto and together with the Disclosure Schedule
"Articles of Merger" shall mean Articles of Merger in a form approved for
filing with the Delaware Department of State which shall have the executed Plan
of Merger attached thereto.
"Xxxxx" shall mean X. Xxxxxxx Xxxxx as the President/Chief Executive
Officer of 1838 and as the representative of the 1838 Stockholders.
"Business Activities" shall have the meaning set forth in the Recitals
hereto.
"Closing Date" shall mean July 31, 1998 or such other date as may be
mutually agreed upon by the parties.
"Code" shall mean the Internal Revenue Code of 1986, as the same may be in
effect from time to time.
"Customer Contracts" shall have the meaning set forth in Section 4.22
hereof,
"Disclosure Schedule" shall mean the Disclosure Schedule, a form of which
is attached to this Agreement which shall be delivered to MBIA in accordance
with the terms of Section 3.01 of this Agreement.
"Effective Time of Merger" shall have the meaning set forth in Section 2.02
hereof.
"1838" shall mean 1838 Investment Advisors, Inc., a Delaware corporation.
"1838 Common Stock" or "Stock" shall mean all of the issued and outstanding
shares of common stock of 1838.
"1838 Counsel Opinion" shall mean an opinion of counsel to 1838 in form and
substance reasonably acceptable to N4BIA.
"1838, L.P." shall mean 1838 Investment Advisors, L.P., a Delaware limited
partnership.
"1838, L.P. EBITDA" shall mean the 1838, L.P. earnings before interest,
taxes, depreciation and amortization.
"1838, L.P. Material Adverse Effect" shall mean any event, condition or
fact which is, or reasonably may be expected to be, materially adverse to the
financial condition, properties,
2
business or results of operations of 1838, L.P. when considered in their
entirety; provided, however, that the foregoing shall not include general
economic or market conditions.
"1838, L.P. Partnership Interests" shall mean all of 1838's right, title
and interest in 1838, L.P.
"1838 Stockholders" shall mean all of the holders of 1838 Common Stock on
the Closing Date, as set forth on Exhibit A.
"Employee Benefit Plans" shall mean any pension plan, profit-sharing plan,
bonus plan, incentive compensation plan, stock ownership plan, stock purchase
plan, stock option plan, stock appreciation plan, employee benefit plan,
employee benefit policy, retirement plan, fringe benefit program, insurance
plan, severance plan, disability plan, health care plan, sick leave plan, death
benefit plan or any other plan or program to provide retirement income, fringe
benefits or other benefits to former or current employees of 1838, L.P.
"Environmental Laws" shall mean any federal, state or local statute, law,
rule, regulation, ordinance, code, permit or policy relating to Hazardous
Materials, environmental matters or the protection of public health and safety.
"ERISA' shall mean the Employee Retirement Income Security Act of 1974, as
the same may be in effect from time to time, and all rules and regulations
issued pursuant thereto.
"Excess Working Capital" shall mean the amount by which the current assets
of 1838, L.P. exceed its current liabilities as those amounts are determined in
accordance with GAAP; provided, however, current liabilities shall not be deemed
to include any portion of the MPCM Loan or the Stockholder Distribution
Obligations, regardless of its classification under GAAP.
"Exchange Act" shall mean the Securities and Exchange Act of 1934, as
amended.
"Fiscal Year" shall mean 1838's fiscal year, which is the calendar year.
"Fund" shall mean a registered investment company or series thereof to
which 1838, L.P. provides advisory or subadvisory services.
"GAAP" shall mean generally accepted accounting principles consistently
applied.
"Hazardous Materials" means any substance that (a) requires investigation,
removal or remediation under any Environmental Law, (b) is defined or identified
as a "hazardous waste" or "hazardous substance" under any Environmental Law or
(c) is toxic, explosive, corrosive, flammable, carcinogenic or otherwise
hazardous.
"Investment Advisory Contract" shall mean any investment advisory agreement
entered into by 1838, L.P. for the purpose of providing investment advisory
services to a client which is not a registered investment company or series
thereof.
"Investment Company Act" shall mean the Investment Company Act of 1940, as
amended and the rules and regulations of the SEC thereunder.
3
"Investment Company Contract" shall mean an investment advisory agreement
entered into by 1838, L.P. for the purpose of providing investment advisory or
subadvisory services to a registered investment company or series thereof
"Joint Advisory Agreement" shall mean the Joint Advisory and Marketing
Agreement by and among 1838, 1838, L.P. and MPCM and dated September 30, 1994.
"Key Employees" shall mean X. Xxxxxxx Xxxxx, Xxxx Xxxxxxxxxx and Xxxxxx X.
Xxxxxxx.
"Knowledge of 1838" shall mean the actual knowledge of Xxxxx, Xxxx X.
XxXxxxx HI or Xxxxxx X. Xxxxxxx, Xx.
"Knowledge of MBIA" shall mean the actual knowledge of Xxxx Xxxxxx, Xxxxx
Xxxxxxxxx, Xxxxx X'Xxxxx, Xxxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx,
Xxxxxxx Xxxx and Xxxxxxx Xxxxxx.
"Law" shall mean any common law and federal, state, local or other law,
rule, regulation or governmental requirement of any kind, and the rules,
regulations and orders promulgated thereunder by any regulatory agencies or
other Persons.
"Lien" shall mean, with respect to any asset: (a) any mortgage, pledge,
lien, charge, claim, restriction, reservation, condition, easement, covenant,
lease, encroachment, title defect, imposition, security interest or other
encumbrance of any kind; and (b) the interest of a vendor or lessor under any
conditional sale agreement, financing lease or other title retention agreement
relating to such asset.
"Limited Partnership Agreement" shall mean the Agreement of Limited
Partnership of 1838, L.P. as amended and restated as of September 30, 1994 and
as further amended through May 15,1998.
"MBIA" shall mean MBIA Inc.
"MBIA Common Stock" shall mean shares of the common stock, $1.00 par value,
of MBIA Inc. to be exchanged for 1838 Common Stock pursuant to Section 2.08
hereof.
"MBIA Counsel Opinion" shall mean an opinion of counsel to MBIA. in form
and substance reasonably acceptable to 1 83 8.
"MBIA Material Adverse Effect" shall mean any event, condition or fact
which is, or reasonably may be expected to be, materially adverse to the
financial condition, properties, business or results of operations of MBIA when
considered in their entirety; provided, however, that the foregoing shall not
include general economic or market conditions.
"Merger" shall mean the merger of Acquisition with and into 1838 pursuant
to this Agreement.
"MPCM" shall mean MeesPierson Capital Management, Inc.
4
"MPCM Loan" shall mean an obligation of 1838, L.P. in the original
principal amount of $12,000,000, the proceeds of which were used to acquire the
1838, L.P. partnership interests of MPCM.
"Multiemployer Plan" has the meaning given in ERISA Section 3(37)(A).
"Organizational Documents" means (a) Certificate of Incorporation, bylaws
and stockholders agreements of a corporation; (b) the limited partnership
agreement and the certificate of limited partnership of a limited partnership;
(c) any charter or similar document adopted or filed in connection with the
creation, formation or organization of any entity; and (d) any amendment to any
of the foregoing.
"PBGC' shall mean the Pension Benefit Guaranty Corporation, or any
successor thereto. "Pension Plan" has the meaning in ERISA Section 3(2)(A).
"Permits" shall mean all material licenses, pen-nits, approvals,
franchises, qualifications, certificates of convenience and necessity,
permissions, agreements, rate and other orders and governmental authorizations
required for the conduct of the business of 1838.
"Person" shall mean a natural person, corporation, trust, partnership,
governmental entity, agency or branch or department thereof, or any other legal
entity.
"Plan of Merger" shall mean the Plan of Merger between 1838 and Acquisition
in substantially the form of Exhibit D attached to this Agreement.
"Redemption Agreement" shall mean the 1838 Investment Advisors, L.P.
Redemption and Amendment Agreement dated as of May 15, 1998 among 1838,1838,
L.P. and MPCM.
"Regulatory Documents" shall mean all reports, registration statements and
other documents, together with amendments, required by any governmental agency
or authority.
"SEC' shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Securities Laws" shall mean all applicable federal and state securities
laws and the rules and regulations issued thereunder.
"Selling Stockholder Letter" shall mean the letter to be delivered by the
1838 Stockholders in the form of Exhibit G hereto.
"Stockholder Distribution Obligation" shall mean, collectively, any
declared obligation of 1838, L.P. to distribute partnership earnings to 1838 and
any declared obligation of 1838 to dividend corporate income to the 1838
Stockholders.
"Stockholders' Agreement" shall mean the Stockholders' Agreement dated
September 30, 1994 by and among 1838 and the stockholders named therein,
including all amendments thereto.
5
"Tax" shall mean any federal and Commonwealth of Pennsylvania (including
its local governments) income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Code ss. 59A), customs duties, capital stock, franchise,
profits, withholding, social security (other similar), unemployment disability,
real property, personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated or other tax of any kind
whatsoever, including any interest, penalty or addition thereto, whether
disputed or not.
"Tax Return" shall mean any return, declaration, report, claim for refund
or information return or statement relating to Taxes, including any schedule or
attachment thereto and including any amendment thereof.
"Welfare Plan" shall have the meaning set forth in ERISA Section 3(l).
ARTICLE II
THE MERGER
Section 2.01. The Merger. This Agreement provides for the merger of
Acquisition with and into 1838, whereby each outstanding share of 1838 Common
Stock will be converted into shares of MBIA Common Stock as described in this
Agreement. As of the Effective Time of Merger, Acquisition will be merged with
and into 1838, which shall be the surviving corporation in the Merger (the
"Surviving Corporation") and shall continue to be governed by the Laws of the
State of Delaware as a wholly-owned subsidiary of MBIA, and the separate
existence of Acquisition shall thereupon cease. The Merger shall be pursuant to
the provisions of, and shall be with the effects provided in, the Delaware
General Corporation Law and any other applicable law.
Section 2.02. Effective Time of Merger. The consummation of the Merger
shall be effected on the Closing Date or as soon thereafter as all of the
conditions to the Merger have been satisfied or waived. The Merger shall become
effective as of the close of business on the date of the filing of the Articles
of Merger with the Delaware Department of State. The date and time on which the
Merger shall become effective is referred to in this Agreement as the "Effective
Time of Merger."
Section 2.03. Certificate of Incorporation of Surviving Corporation. The
Certificate of Incorporation of Acquisition as in effect immediately prior to
the Effective Time of Merger shall be the Certificate of Incorporation of the
Surviving Corporation until amended in accordance with Law.
Section 2.04. Bylaws of Surviving Corporation. The Bylaws of 183 8 as in
effect immediately prior to the Effective Time of Merger as amended at the
Effective Time of Merger (the "Amended Bylaws") shall be the Bylaws of the
Surviving Corporation until amended in accordance with Law.
Section 2.05. Directors and Officers of Surviving Corporation. The duly
qualified and acting directors and officers of Acquisition immediately prior to
the Effective Time of Merger
6
shall be the directors and officers of the Surviving Corporation, to hold office
as provided in the Bylaws of the Surviving Corporation until replaced in
accordance with the Amended Bylaws.
Section 2.06. The Closing. Immediately prior to the filings referred to by
Section 2.02 hereof, a closing of the transactions contemplated by this
Agreement shall take place at the offices of Drinker, Xxxxxx & Xxxxx, Suite 300,
1000 Westlakes Drive, Berwyn, Pennsylvania at 10:00 a.m. local time on the
Closing Date for the purpose of confirming the satisfaction of or, if
permissible, waiver of the conditions set forth in Sections 7 and 8.
Section 2.07. Conversion of Acquisition Common Stock. At the Effective Time
of Merger, and without any action on the part of the holders thereof, each share
of common stock of Acquisition issued and outstanding at the Effective Time of
Merger shall be converted into one share of 1838 Common Stock.
Section 2.08. Conversion of 1838 Common Stock.
(a) Conversion. At the Effective Time of Merger, and without any
action on the part of the holders thereof, each share of 1838 Common Stock
issued and outstanding at the Effective Time of Merger shall be converted
into 2.134 shares of MBIA Common Stock (the "Exchange Ratio") on the terms
and conditions set forth in this Agreement.
(b) Fractional Interests. No fractional interests in MBIA Common Stock
shall be issued in connection with the Merger. If the Exchange Ratio
results in a fractional share of MBIA Common Stock due to an 1838
Stockholder, then such stockholder shall receive, in lieu of such
fractional interests, cash (without interest) in an amount equal to the
product of such fractional part of a share of MBIA Common Stock multiplied
by the market price of MBIA Common Stock at the end of the second trading
day prior to the Closing Date as reported by the New York Stock Exchange,
rounded down to the nearest cent.
(c) Notwithstanding the foregoing, if between the date of this
Agreement and the Effective Time the outstanding shares of 1838 Common
Stock or MBIA Common Stock shall have been changed into a different number
of shares or a different class, by reason of any stock dividend,
subdivision, reclassification, recapitalization, split, combination or
exchange of shares, the Exchange Ratio shall be correspondingly adjusted to
reflect such stock dividend, subdivision, reclassification, split,
combination or exchange of shares.
Section 2.09. Exchange of 1838 Certificates
(a) Exchange Agent. As of the Effective Time of Merger, MBIA shall act
as exchange agent, or shall designate a bank or trust company to act as
exchange agent (in either case, the "Exchange Agent") for the benefit of
the 1838 Stockholders. MBIA shall make available to the Exchange Agent,
immediately prior to the Effective Time, certificates representing the
shares of MBIA Common Stock issuable in exchange for the 1838 Common Stock.
7
(b) Exchange of Shares. On the Effective Time of Merger, the 1838
Stockholders shall surrender to the Exchange Agent the certificates which,
immediately prior to the Effective Time of Merger, represented outstanding
shares of 1838 Common Stock (the "1838 Certificates"), Upon surrender of an
1838 Certificate for cancellation to the Exchange Agent, together with such
other documents as the Exchange Agent may reasonably require, the holder of
such 1838 Certificate shall receive in exchange therefor a certificate
representing that number of whole shares of MBIA Common Stock and any
payment for fractional interests to which such holder is entitled in
respect of such 1838 Certificate pursuant to the provisions of Section 2.08
above and the 1838 Certificate so surrendered shall forthwith be canceled.
(c) No Further Rights in 1838 Common Stock. All shares of MBIA Common
Stock issued upon conversion of the 1838 Common Stock in accordance with
the terms of this Agreement shall be deemed to have been issued in full
satisfaction of all rights pertaining to the 1838 Common Stock.
Section 2. 1 0. Stock Transfer Books. From and after the Effective Time of
Merger, the holders of 1838 Certificates outstanding immediately prior to the
Effective Time of Merger shall cease to have any rights with respect to such
shares of 1838 Common Stock except as otherwise provided in this Agreement or by
Law.
Section 2.1 1. Reorganization. The parties intend that this Agreement be a
plan of reorganization within the meaning of Section 368(a) of the Code and that
the Merger be a tax-free reorganization under Section 368(a) of the Code. The
1838 Stockholders shall obtain such opinions and approvals from their tax
advisors as they deem appropriate regarding the compliance of the terms of the
Merger with Section 368(a) of the Code.
Section 2.12. Nonsolicitation. As an inducement to MBIA to enter into this
Agreement, the 1838 Stockholders set forth on Exhibit A-1 hereto (the
"Nonsoliciting Stockholders") agree to abide by the provisions of the
nonsolicitation agreement set forth in subsection (a) for a period of two (2)
years after the Closing Date.
(a) Covenants. Each Nonsoliciting Stockholder agrees that he/she will
not (i) contact any person who was a client or who was employed by a client
of 1838 or 1838, L.P. regarding his/her ability to perform investment,
management and financial services for them except on behalf of 1838 or
1838, L.P. or (ii) enter into contracts with a client of 1838 or 1838, L.P.
to provide services similar to those performed by the Nonsoliciting
Stockholder on behalf of 1838 and/or 1838, L.P., regardless of whether the
Nonsoliciting Stockholder solicited the business of such client.
(b) Penalties. In the event that a Nonsoliciting Stockholder violates
the terms of the covenant set out in subsection (a), any one or more of the
following penalties shall be enforced against him or her:
(i) Disgorgement. If a Nonsoliciting Stockholder violates the
covenant, then 1838 and/or 1838, L.P. is entitled to an accounting and
payment of all profits which the stockholder has realized as a result
of such violation(s); and
8
(ii) Any remedies available at law and equity including, without
limitation, injunctive relief
ARTICLE III
OTHER AGREEMENTS
Section 3.01. Disclosure Schedule. Not less than one (1) business day prior
to its execution of this Agreement, 1838 shall deliver to MBIA a preliminary
Disclosure Schedule in the form attached hereto. Not less than three (3)
Business Days prior to the Closing Date, 1838 will deliver to M13IA a final
Disclosure Schedule and shall deliver, on the Closing Date, a certificate dated
as of the Closing Date and signed by Xxxxx as President and Chief Executive
Officer of 1838 stating that, except as set forth in the Certificate, the final
Disclosure Schedule is true and accurate as of the Closing Date.
Section 3.02. Legal Conditions to Merger. Each party to this Agreement will
(a) take all reasonable actions necessary to comply promptly with all legal
requirements which may be imposed on it with respect to the Merger; (b) promptly
cooperate with and furnish information to the other parties in connection with
any such requirements imposed upon any of them in connection with the Merger;
and (c) take all reasonable actions necessary to obtain (and will cooperate with
the other parties in obtaining) any consent, authorization, order or approval
of, or any exemption by, any governmental entity or other public or private
Person, required to be obtained or made by the parties to this Agreement in
connection with the Merger or the taking of any action contemplated thereby or
by this Agreement.
Section 3.03. Public Announcements. Subject to each party's disclosure
obligations imposed by Law, 1838, the 1838 Stockholders, Acquisition and MBIA
will cooperate with each other in the development and distribution of all news
releases and other public information disclosures with respect to this Agreement
or any of the transactions contemplated hereby and, except as may be required by
law, shall not issue any public announcement or statement with respect thereto
prior to consultation with the other parties.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF 1838
1838 and the 1838 Stockholders make the following representations and
warranties to MBIA, all of which shall be true as of the date of this Agreement
and the Closing Date:
Section 4.01. Ownership of Stock The 1838 Stockholders are the lawful
owners of the Stock which constitutes 100% of the outstanding common stock of
1838, free and clear of all liens, encumbrances, restrictions and claims of
every kind (except for the Stockholders Agreement). The schedule of the 1838
Stockholders and the percentage of Stock owned by each of them set forth on
Exhibit A hereto is complete and accurate in all respects. All of the issued and
outstanding shares have been duly authorized and are validly issued, fully paid
and nonassessable. There are no outstanding or authorized option, warrants,
purchase rights, subscription rights, conversion rights, exchange rights or
other contracts or commitments that
9
could require 1838 to issue, sell or otherwise cause to become outstanding any
of the Stock. There are no outstanding or authorized stock appreciation, phantom
stock, profit participation or similar rights with respect to 1838. There are no
liens, encumbrances or other restrictions, contractual or otherwise, which could
serve to restrict the transfer or acquisition of the Stock.
Section 4.02. Ownership of 1838, L.P. 1838 owns 99.33 percent of the 1838,
L.P. partnership interests and all of the partnership interests of 1838, L.P.
are held by 1838 and X. Xxxxxxx Xxxxx. The 1838 Stockholders have no right,
title, interest or claim in or against the 1838, L.P. partnership interests or
any of the assets of 1838, L.P. Except as set forth on the Disclosure Schedule,
the 1838, L.P. Partnership Interests are free and clear of all liens,
encumbrances, restrictions and claims of any kind and 1838 has not entered into
any agreements, written or oral, regarding the sale or encumbrance of the 1838,
L.P. Partnership Interests. Except as set forth in the Stockholders' Agreement
and the Disclosure Schedule, neither the 1838 Stockholders nor 1838 is a party
to any agreement the terms of which prohibit the 1838 Stockholders from
conveying the Stock and the 1838, L.P. Partnership Interests to MBIA, or which
would cause an acceleration of any obligations of 1838 or 1838, L.P.
Section 4.03. Existence, Good Standing and Authority. 1838 is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. 1838 has the power to own its property and to carry on its
business as now being conducted. 1838 is duly qualified to do business in
Pennsylvania, which is the only jurisdiction in which the character or location
of the properties owned or leased by 1838 makes such qualification necessary.
The execution, delivery and performance of this Agreement by 1838 and all of the
documents and instruments required by this Agreement to be executed by 1838 are
within the corporate power of 1838 and have been duly authorized by the Board of
Directors. 1838, L.P. is a Delaware limited partnership, governed by the
provisions of the Delaware Revised Uniform Limited Partnership Act and has the
power to own its property and carry on its business as now being conducted. To
the extent required by applicable law, 1838, L.P. is qualified to do business in
Pennsylvania. The Limited Partnership Agreement remains in full force and effect
and has not been amended or modified. 1838 and X. Xxxxxxx Xxxxx are the only
partner's in 1838, L.P.
Section 4.04. Capital Stock 1838 has an authorized capitalization
consisting of 1,000,000 shares of common stock of which 558,200 shares are
issued and outstanding. Such outstanding shares have been duly authorized and
validly issued and are fully paid and nonassessable. There are no outstanding
options, warrants, rights, calls, commitments, conversion rights, rights of
exchange, plans or other agreements of any character providing for the purchase,
issuance or sale of any shares of the capital stock of 1838, other than as
contemplated by this Agreement and as set forth in the Stockholders Agreement.
Section 4.05. Subsidiaries and Investments. Except with respect to the
1838, L.P. Partnership Interests, 1838 does not own directly or indirectly, any
capital stock or other equity or proprietary interest in other corporations,
partnerships, associations, trust, joint ventures or other entities. 1838, L.P.
does not own, directly or indirectly, any capital stock or other equity or
proprietary interest in any corporation, partnership, association, trust, joint
venture or other entity except as set forth on the Disclosure Schedule.
10
Section 4.06. No Violation or Conflict. Except as disclosed on the
Disclosure Schedule, the execution, delivery and performance of this Agreement
by 1838 Stockholders does not and will not conflict with or violate any Law, the
Organizational Documents or any contract, agreement or lease of 1838 or 1838,
L.P.
Section 4.07. Litigation. Except as disclosed on the Disclosure Schedule,
to the knowledge of 1838 there is no pending or threatened litigation or
proceeding against or affecting 1838 or 1838, L.P. before any court, arbitrator
or governmental department, board, agency or instrumentality; and there
currently is no judgment, decree, order, writ, or injunction of any court,
arbitrator or governmental department, board, agency or instrumentality pending
against the 1838 or 1838, L.P.
Section 4.08. Financial Statements. The financial statements for 1838 and
1838, L.P. listed on the Disclosure Schedule, each of which has previously been
provided to MBIA (collectively referred to as the "Financial Statements"), have
been prepared in accordance with generally accepted accounting principles
("GAAP"), in a manner consistently applied and present fairly the financial
condition of 1838 and 1838, L.P. as of the date indicated, except as described
in the Disclosure Schedule. Except as disclosed on the Disclosure Schedule,
neither 1838 nor 1838, L.P. had any liabilities or obligations of any nature,
whether absolute, accrued, contingent or otherwise, and whether due or to become
due, which would, individually or in the aggregate, have an 1838, L.P. Material
Adverse Effect, and which are not reflected or reserved against in the Financial
Statements as of the date of each of the Financial Statements. Neither 1838 nor
1838, L.P. have any liabilities or obligations of any nature, whether absolute,
accrued, contingent or otherwise, whether due or to become due, as of the
Closing Date, except as disclosed on the Disclosure Schedule.
Section 4.09. Title to Properties and Assets. Neither 1838 nor 1838, L.P.
have ever owned or controlled any real property other than leased office space.
1838 and 1838, L.P. have good and marketable title to all of their personal
property reflected on the Financial Statements and which is material to the
business of 1838 and 1838, L.P., free and clear of all Liens or rights of third
parties and all such property is in good and useable condition and complies in
all material respects with all applicable laws, ordinances, codes, rules and
regulations. All property and assets held by 1838 and 1838, L.P. under leases
are held under-valid and enforceable leases, neither 1838 nor 1838, L.P. are in
default under any such lease, each lease will continue in full force and effect
immediately after the consummation of the transactions contemplated by this
Agreement, and there is no material dispute between 1838 and/or 1838, L.P. and
other parties to such leases or the owners of the leased property. Each item of
furniture, fixtures and equipment with a book value in excess of $1,000 or lease
payments in excess of $1,000 per month which are owned or leased by 1838 or
1838, L.P. on the Closing Date are set forth on the Disclosure Schedule.
Section 4.10. Existing Contracts. Except as disclosed on the Disclosure
Schedule, neither 1838 nor 1838, L.P. is a party to or bound by any written or
oral (i) contract with any labor union, (ii) employment, agency, consulting or
similar contract, (iii) lease, whether as lessor or lessee, with respect to any
real or personal property that cannot be canceled by it without material cost or
penalty upon six months' or less notice and involving a rent of more than $1,000
a month, (iv) material contract or commitment extending beyond six months from
the date of this
11
Agreement (other than investment advisory agreements with clients), (v) contract
or commitment involving more than $1,000 a month for other than the purchase of
merchandise and supplies in the ordinary course of business (other than
investment advisory agreements with clients), (vi) guaranty, suretyship,
indemnification or contribution agreement, other than obligations, if any, of
1838 to indemnify its officers and directors in accordance with its
Organizational Documents (vii) any agreement by 1838 or 1838, L.P. not to
compete in any business or geographical area or (viii) other material contract
not made in the ordinary course of business.
Section 4.11. Contractual Defaults. Except as disclosed on the Disclosure
Schedule, neither 183.8 nor 1838, L.P. is in default, and no event has occurred
which, with the passage of time or the giving of notice, or both, will
constitute a default on the part of 1838 or 1838, L.P., under any agreement,
indenture, loan agreement or other instrument to which it is a party or by which
it or any of its assets is bound or to which any of its assets is subject,
except where such default would not have an 1838, L.P. Material Adverse Effect.
All parties with whom 1838 and/or 1838, L.P. have material leases, agreements or
contracts or who owe material obligations to 1838 and 1838, L.P. are in
compliance therewith in all material respects.
Section 4.12. Reserved.
Section 4.13. Insurance Policies. The Disclosure Schedule sets forth a list
of all of the insurance policies and bonds carried by or on behalf of 1838 and
1838, L.P. as of the Closing Date, all of which are currently in fall force and
effect. To the knowledge of 1838, no application filed for such insurance
policies and bonds contains any material misstatement of fact or fails to state
any material fact which may adversely affect the insurance coverage provided. To
the knowledge of 1838 after due inquiry of appropriate 1838, L.P. personnel,
1838 and 1838, L.P. have properly and adequately notified all such insurance
carriers of any and all claims known to 1838 and 1838, L.P. with respect to the
employees, operations and properties of 1838 and 1838, L.P. for which 1838 and
1838, L.P. are insured (and all such pending claims are set forth on the
Disclosure Schedule) and has complied with all other material requirements and
conditions of such policies and bonds.
Section 4.14. Employee Benefit Plans. Except as set forth in the Disclosure
Schedule:
(i) The Disclosure Schedule lists each Employee Benefit Plan that 1838
and/or 1838, L,P. maintains or to which 1838 and/or 1838, L.P. contributes.
(A) Each such Employee Benefit Plan (and each related trust,
insurance contract or fund) complies in form and in operation in all
respects with the applicable requirements of ERISA, the Code and other
applicable laws.
(B) All required reports and descriptions (including Form 5500
Annual Reports, Summary Annual Reports, PBGCls and Summary Plan
Descriptions) have been filed or distributed appropriately with
respect to each such Employee Benefit Plan. The requirements of Part 6
of Subtitle B of Title I of ERISA and of Code ss.
12
4980B have been met with respect to each such Employee Benefit Plan
which is a Welfare Plan.
(C) All contributions (including all employer contributions and
employee salary reduction contributions) which are due have been paid
to each such Employee Benefit Plan which is a Pension Plan. All
premiums or other payments for all periods ending on or before the
Closing Date have been paid with respect to each such Employee Benefit
Plan which is a Welfare Plan.
(D) Each such Employee Benefit Plan which is a Pension Plan meets
the requirements of a "qualified plan" under Code ss. 401(a) and has
received, within the last two years, a favorable determination letter
from the Internal Revenue Service.
(E) The market value of assets under each such Employee Benefit
Plan which is a Pension Plan equals or exceeds the present value of
all vested and nonvested liabilities thereunder determined in
accordance with PBGC methods, factors and assumptions applicable to a
Pension Plan terminating on the date for determination.
(F) 1838 Stockholders has delivered to M131A correct and complete
copies of the plan documents and summary plan descriptions, the most
recent determination letter received from the Internal Revenue
Service, the most recent Form 5500 Annual Report and all related trust
agreements, insurance contracts, and other funding agreements which
implement each such Employee Benefit Plan.
(ii) With respect to each Employee Benefit Plan that 1838 and/or 1838,
L.P. maintains or ever has maintained or to which any of them contributes,
ever has contributed or ever has been required to contribute:
(A) No such Employee Benefit Plan which is a Pension Plan has
been completely or partially terminated or been the subject of a
"reportable event" as defined in ERISA Section 4043 as to which
notices would be required to be filed with the PBGC. No proceeding by
the PBGC to terminate any such Pension Plan has been instituted or, to
the best knowledge of the 1838 Stockholders, threatened.
(B) There have been no "prohibited transactions" under Code ss.
4975(c) nor ERISA ss. 406 with respect to any such Employee Benefit
Plan. No person or entity administering such Employee Benefit Plan has
any liability for breach of fiduciary duty or any other failure to act
or comply in connection with the administration or investment of the
assets of any such Employee Benefit Plan. No action, suit, proceeding,
hearing or investigation with respect to the administration or the
investment of the assets of any such Employee Benefit Plan (other
13
than routine claims for benefits) is pending or, to the best knowledge
of the 1838 Stockholders, threatened. The 1838 Stockholders have no
knowledge of any basis for any such action, suit, proceeding, hearing
or investigation.
(C) Neither 1838 nor 1838, L.P. has incurred, and 1838
Stockholders have no reason to expect that 1838 or 1838, L.P. will
incur any liability to the PBGC (other than PBGC premium payments) or
otherwise under Title IV of ERISA (including any withdrawal liability)
or under the Code with respect to any such Employee Benefit Plan which
is a Pension Plan.
(iii) Neither 1838 nor 1838, L.P. contributed to or ever has been
required to contribute to any Multiemployer Plan or has any liability
(including withdrawal liability) under any Multiemployer Plan.
(iv) Neither 1838 nor 1838, L.P. maintains nor ever have maintained
and neither 1838 nor 1838, L.P. have ever contributed to, or ever has been
required to contribute to, any Welfare Plan providing medical, health or
life or other welfare-type benefits for current or future retired or
terminated employees, their spouses or their dependents,
Section 4.15. Status. Except as disclosed on the Disclosure Schedule, to
the knowledge of 1838, no act or default on the part of 1838 or 1838, L.P. has
occurred which could result in the assessment of civil money penalties against
1838 or 1838, L.P., or which violates any federal or state law or regulation,
and neither 1838 nor 1838, L.P. is currently subject to any regulatory order or
agreement, or other regulatory action. 1838 and 1838, L.P. have filed all
applications, reports, returns and filing information data with federal and
state authorities and regulatory agencies as are required by federal or state
law or regulations.
Section 4.16. Taxes.
(i) 1838 and 1838, L.P. have timely filed all federal Tax Returns that
they were required to file and have filed all Tax Returns required by the
Commonwealth of Pennsylvania and its local governments. All such Tax
Returns were correct and complete in all respects. All Taxes owed by 1838
and 1838, L.P. (whether or not shown on any Tax Return) have been timely
paid, Neither 1838 nor 1838, L.P. is currently the beneficiary of any
extension of time within which to file any Tax Return. No claim has ever
been made by an authority in a jurisdiction where 1838 and 1838, L.P. do
not file Tax Returns that the income of either 1838 or 1838, L.P. is
subject to taxation by that jurisdiction. There are no security interests
on any of the assets of 1838 or 1838, L.P. that arose in connection with
any failure (or alleged failure) to pay any Tax.
(ii) 1838 and 1838, L.P. have withheld and paid all Taxes required to
have been withheld and paid in correction with amounts paid or
14
owing to any employee, independent contractor, creditor, stockholder or
other third party.
(iii) Neither 1838 nor 1838, L.P. expect any authority to assess any
additional Taxes for any period for which Tax Returns have been filed.
There is no dispute or claim concerning any Tax liability of 1838 or 1838,
L.P. either (A) claimed or raised by any authority in writing or (B) as to
which 1838 Stockholders have knowledge based upon personal contact with any
agent of such authority. The Disclosure Schedule lists all federal, state,
local and foreign income Tax Returns filed with respect to 1838 and 1838,
L.P. for taxable periods ended on or after December 31, 1996, and indicates
if any of those Tax Returns that have been audited or currently are the
subject of audit. Neither 1838 nor 1838, L.P. have waived any statute of
limitations in respect of Taxes or agreed to any extension of time with
respect to a tax assessment or deficiency.
(iv) 1838 has not filed a consent under Code ss. 341(f) concerning
collapsible corporation. 1838 has not made any payment, is not obligated to
make any payments and is not a party to any agreement that under certain
circumstances could obligate it to make any payments that will not be
deductible under Code ss. 280G. 1838 has not been a United States real
property holding corporation within the meaning of Code ss. 897(c)(2)
during the applicable period specified in Code ss. 897(c)(1)(A)(ii). 1838
is not a party to any Tax allocation or sharing agreement. 1838 (A) has not
been a member of an affiliated group filing a consolidated federal income
Tax Return and (B) has no liability for the Taxes of any other person or
entity under Reg. ss. 1.1502-6 (or any similar provision of state, local or
foreign law) as a transferee or successor, by contract or otherwise.
(v) The Disclosure Schedule sets forth, as of the most recent
practicable date, the basis of 1838 and 1838, L.P. in their assets and the
amount of any net operating loss, net capital loss, unused tax credits or
excess charitable contribution.
(vi) Since its inception, 1838, L.P. has been properly treated as a
partnership for tax purposes and no tax authority has ever asserted that it
should not so be treated. Since its inception, the only partners of 1838,
L.P. have been 1838, X. Xxxxxxx Xxxxx, MPCM and Xxxxxxx Brussels Advisory
Corporation. Since its inception, 1838 has been properly treated as an
S-Corp. pursuant to a timely filed election and consent of stockholders, no
taxing authority has ever asserted that it should not be so treated. Since
its inception, 1838's only stockholders have been the 1838 Stockholders and
the former stockholders set forth on Exhibit A.
Section 4.17. Employee Matters. 1838 has no employees and has never had an
employee. Except as disclosed on the Disclosure Schedule, to the knowledge of
1838 after due inquiry of appropriate 1838, L.P. personnel, there is no present
or former employee of 1838, L.P. who has any claim against 1838 or 1838, L.P.
(whether under Law or under any employee
15
agreement, whether oral, written or implied) for any reason including, without
limitation, on account of or for (i) overtime pay, other than overtime pay for
the current payroll period; (h) wages or salaries, other than wages or salaries
for the current payroll period; (iii) vacations, sick leave, time off or pay in
lieu of vacation, sick leave or time off, other than vacation, sick leave or
time off (or pay in lieu thereof) earned in the 12-month period immediately
preceding the date of this Agreement, (iv) harassment or discrimination or (v)
the Merger.
Section 4.18. Credit Agreements. Except as disclosed on the Disclosure
Statement and except for the MPCM Loan, n6ither 1838 nor 1838, L.P. is a party
to or bound by any written or oral long-term debt agreement, credit agreement,
sale-lease back agreement, revolving credit agreement, financing agreement or
mortgage on real property, in which 1838 or 1838, L.P. is named the lender or
the debtor (or mortgagor).
Section 4.19. Record Books. Except as set forth in the Disclosure Schedule,
the minute book and stock record book of 1838 are complete and correct in all
material respects and record all material transactions required to be recorded
under any and all applicable state and federal laws or regulations.
Section 4.20. MPCM Loan/Stockholder Distribution Obligations. On the
Closing Date, the sum of (i) the unpaid principal balance and accrued interest
on the MPCM Loan and (ii) the Stockholder Distribution Obligations, shall not
exceed fifteen million, seven hundred fifty-eight thousand four hundred
forty-two dollars (SI 5,758,442)
Section 4.21. Accounts Receivable/Working Capital. All accounts receivable
-as reflected on 1838, L.P.'s books (the "Accounts Receivable") and records have
been generated in the ordinary course of 1838, L.P.'s business. Not more than
$250,000 of the Accounts Receivable are more than 90 days past due. No offset,
claim of offset or claim of material liability on the part of 1838, L.P. has
been asserted by any obligor with respect to the Accounts Receivable. As of the
Closing Date, the Excess Working Capital for 1838, L.P. will not be less than
three million dollars ($3,000,000).
Section 4.22. Customer Contracts. As of the Closing Date, 1838, L.P. had in
place the agreements with institutional clients set forth on the Disclosure
Schedule (the "Customer Contracts"). 1838, L.P. has not received notice of
intent to terminate (or materially reduce the scope of) any of the Customer
Contracts, nor has 1838, L.P. sent notice to terminate (or materially reduce the
scope of) any of the Customer Contracts, except as set forth on the Disclosure
Schedule.
Section 4.23. Affiliate and Insider Transactions. Except as disclosed in
the Disclosure Schedule, neither the 1838 Stockholders nor any member of the
immediate family of the 1838 Stockholders or any entity in which the 1838
Stockholders owns any beneficial interest (other than a publicly-held
corporation) has any loan agreement, note or borrowing arrangement or, to the
knowledge of 1838, any other agreement with 1938 or 1838, L.P. or any interest
in any property, real, personal or mixed, tangible or intangible, used in or
pertaining to the business of 1838 or 1838, L.P. For purposes of the preceding
sentence, the members of the immediate family of the 1838 Stockholders will
consist of the spouse, parents, children, siblings, and mothers-and
fathers-in-law of such persons.
16
Section 4.24. Compliance With Laws.
(a) Except as disclosed on the Disclosure Schedule, to the knowledge of
1838, 1838 and 1838, L.P. have complied in all material respects with all
applicable laws and regulations of foreign, federal, state and local governments
and all agencies thereof which affect the business or any owned or leased
properties of 1838 or 1838, L.P. and to which 1838 or 1838, L.P. may be subject
(including without limitation Environmental Laws and the Occupational Safety and
Health Act of 1970, or any other state or federal acts, including rules and
regulations thereunder, regulating, or otherwise affecting employee health and
safety or the environment); and there are no currently pending claims or notices
by any such governments or agencies against 1838 or 1838, L.P. alleging a
violation of any such law or regulation where such violation would have an 1838,
L.P. Material Adverse Effect.
(b) Except as disclosed in the Disclosure Schedule, to the knowledge of
1838, 1838 and 1838, L.P. each hold, and has at all times held, all Permits
necessary for the lawful ownership and use of 1838, L.P.'s properties and assets
and the conduct of their businesses under and pursuant to every, and has
complied in all material respects with each, and is not default in any material
respect under any applicable law relating to 1838, L.P. or any of its assets,
properties or operations where such default would have an 1838, L.P. Material
Adverse Effect. Neither 1838 nor 1838, L.P. knows of any outstanding violations
by it of any of the above nor has received notice asserting any such violation
by it. All Permits are valid and in good standing and are not subject to any
suspension, modification or revocation or proceedings related thereto.
(c) Except as disclosed in the Disclosure Schedule and except for normal
examinations conducted by any governmental authority in the regular course of
the business of 1838 or 1838, L.P., to the knowledge of 1838, no governmental
authority has initiated any administrative proceeding or investigation into the
business or operations of 1838, L.P. There is no unresolved violation or
exception by any governmental authority with respect to any report or statement
by any governmental authority relating to any examination of 1838 or 1838, L.P.
(d) 1838 and 1838, L.P. have at all times maintained records which
accurately reflect transactions in reasonable detail and accounting controls,
policies and procedures sufficient to ensure that such transactions are recorded
in a manner which permits the preparation of financial statements in accordance
with GAAP and applicable regulatory accounting requirements.
(e) All proxy statements to be prepared for use by the Funds in connection
with the transactions contemplated by this Agreement (other than any information
provided or to be provided by MBIA in writing relating to MBIA and its
affiliates expressly for use in the proxy statements) will be accurate and
complete and will not contain, at the times such proxy materials are furnished
to the stockholders, or at the time of the meetings thereof, any untrue
statements of a material fact, or omit to state any material fact required to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
17
Section 4.25. Absence of Certain Developments. Except as set forth on the
Disclosure Schedule or the Financial Statements, neither 1838 nor 1838, L.P.
have since December 31, 1997:
a. issued or sold any of its Stock, securities convertible into or
exchangeable for Stock, warrants, options or other rights to acquire Stock,
or any of its bonds or other securities other than the issuance of 27,200
additional shares of Stock as of January 1, 1998;
b. redeemed or purchased, directly or indirectly, any shares of its
Stock or declared or paid any dividends or distributions with respect to
any shares of Stock;
c. borrowed any amount or incurred or become subject to any material
liability, except accounts payable incurred in the ordinary course of
business and the MPCM Loan;
d. discharged or satisfied any material lien or encumbrance on its
properties or assets or paid any material liability, other than in the
ordinary course of business;
e. mortgaged, pledged or subjected to any lien or other encumbrance,
any of its assets except in the ordinary course of business, liens and
encumbrances for current property taxes not yet due and payable, liens and
encumbrances which do not materially affect the value of, or interfere with
the current use or ability to convey, the property subject hereto or
affected thereby;
f. sold, assigned or transferred (including without limitation
transfers to any employees, stockholders or affiliates of 1838, L.P.) any
assets, except in the ordinary course of business;
g. canceled any material debts or claims or waived any rights of
material value, except in the ordinary course of business;
h. except as previously disclosed to MBIA in writing, made or granted
any bonus or any wage, salary or compensation increase to any director,
officer or employee except as disclosed on the Disclosure Schedule;
i. made or granted any increase in any Employee Benefit Plan or
arrangement or amended or terminated any existing Employee Benefit Plan or
arrangement or adopted any new Employee Benefit Plan or arrangement, except
as required by law;
j. made capital expenditures or commitments therefor in excess of
$200,000 in the aggregate;
k. suffered any theft, damage, destruction or loss of or to any
property or properties owned or used by 1838, L.P., whether or not covered
by insurance, which would individually or in the aggregate have an 1838,
L.P. Material Adverse Effect; or
18
l. taken any other action or entered into any other material
transaction or contract other than in the ordinary course of business.
Section 4.26. Material Adverse Change. There has been no 183 8, L.P.
Material Adverse Effect since December 31, 1997.
Section 4.27. Bank Accounts and Powers of Attorney. Except as set forth in
the Disclosure Schedule, 1838 (a) has no bank account or safe deposit box and
(b) has given no power of attorney to any person.
Section 4.28. Broker's or Finder's Fees. No agent, broker, person or firm
acting on behalf of the 1838 Stockholders, 1838 or 1838, L.P. is, or will be,
entitled to any commission or broker's or finder's fees from any of the parties
hereto, or from any person controlling, controlled by or under common control
with any of the parties hereto, in connection with any of the transactions
contemplated herein.
Section 4.29. Business Activities of 1838. Since its inception, 1838 has
not engaged in any business activities other than its participation in 1838,
L.P.
Section 4.30. Regulatory Documents. Except as set forth in the Disclosure
Schedule:
(a) Since January 1, 1996, 1838 and 1838, L.P. have timely filed all
reports, registration statements and other documents, together with any
amendments required to be made with respect thereto, that were required to
be filed with any governmental authority, including the SEC, and has paid
all fees and assessments due and payable in connection therewith.
(b) As of their respective dates, the Regulatory Documents of 1838
complied in all material respects with the requirements of applicable laws
and none of 1838's or 1838, L.P.'s Regulatory Documents, as of their
respective dates, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. 1838 has previously delivered
or made available to MBIA a complete copy of each 1838's and 1838, L.P.'s
Regulatory Documents filed with the SEC after January 1, 1996 and prior to
the date hereof (including a Form ADV as in effect on the date hereof) and
will deliver to MBIA promptly after the filing thereof a complete copy of
each Regulatory Document filed with the SEC after the date hereof and prior
to the Closing Date.
Section 4.31. Ineligible Persons. Neither 1838 nor any "affiliated person"
(as defined in the Investment Company Act) thereof, is ineligible pursuant to
Section 9(a) or 9(b) of the Investment Company Act to serve as an investment
advisor (or in any other capacity contemplated by the Investment Company Act) to
a registered investment company. Neither 1838 nor any "associated person" (as
defined in the Advisers Act) thereof, is ineligible pursuant to Section 203 of
the Advisers Act to serve as an investment adviser or as an associated person to
a registered investment adviser. Neither 1838 nor any "associated person" (as
defined in the Exchange Act) thereof, is ineligible pursuant to Section 15(b) of
the Exchange Act to serve as a broker-dealer or as an associated person to a
registered broker-dealer.
19
Section 4.32. Funds.
(a) The Disclosure Schedule sets forth a true, complete and correct
list, as of the date hereof, of each Fund for which 1838, L.P. acts as
investment advisor or subadvisor. Each Fund that is an entity is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has the requisite corporate, trust or
partnership power and authority to own its properties and to carry on its
business as it is now conducted, and is qualified to do business in each
jurisdiction where it is required to do so under applicable law, except
where the failure to have such power, authority or qualification is not
reasonably expected to have an 1838, L.P. Material Adverse Effect. Each
Fund is, and at all times has been registered with the SEC as an Investment
Company in accordance with the requirements of the Investment Company Act.
In addition, shares of each Fund have been registered under the Securities
Act of 1933, as amended, as required by that act and the rules and
regulations issued by the SEC thereunder. Except with respect to the first
sentence of this Section 4.32(a), the foregoing representations shall not
be deemed applicable to any Funds for which 1838, L.P. acts as an
investment subadvisor.
(b) Except as set forth in the Disclosure Schedule, (i) the shares of
each Fund have been duly and validly issued and are fully paid and
nonassessable and the shares of each Fund are qualified for public offering
and sale in each jurisdiction where offers are made to the extent required
under applicable law; and (ii) to the extent within the control of 1838,
L.P., each Fund has been operated since its organization and is currently
operating in compliance in all material respects with applicable law.
Section 4.33. Investment Company Contracts. Each Investment Company
Contract subject to Section 15 of the Investment Company Act has been duly
approved at all times in compliance in all material respects with Section 15 of
the Investment Company Act and all other applicable laws. 1838, L.P. has
performed its duties and obligations under each Investment Company Contract in
accordance with the Investment Company Act and all other applicable laws, except
for such failures of performance which, individually or in the aggregate, are
not reasonably expected to have an 1838, L.P. Material Adverse Effect.
Section 4.34. Technology and Intellectual Property
(a) The Disclosure Schedule lists any (i) domestic and foreign
registered trademarks and service marks, registered copyrights and patents,
(ii) applications for registration of any of the foregoing and (iii)
unregistered trademarks, service marks, trade names, logos and assumed
names owned by 1838, L.P. and necessary to conduct the business of 1838,
L.P.. The items, together with all other material trademarks, service
marks, trade names, logos, assumed names, patents, copyrights, trade
secrets, computer software, formulae, designs and inventions currently used
in or necessary to conduct the business of 1838, L.P. constitute the
"Intellectual Property."
(b) 1838, L.P. owns all right, title and interest in and to the
Intellectual Property listed on the Disclosure Schedule.
20
(c) The Intellectual Property listed in the Disclosure Schedule, does
not infringe any patent, copyright or trade secret of any third party and
such Intellectual Property has not been forfeited to the public domain.
(d) No claims have been asserted by any person or entity against 1838,
L.P. that the use of the Intellectual Property listed on the Disclosure
Schedule infringes upon the Intellectual Property rights of such person or
entity and 1838 is not aware of any valid basis for such claim.
Section 4.35. Year 2000. 1838 has caused 1838, L.P. to complete a thorough
assessment of all of its operating and technology systems, including all
software products and services utilized by 1838, L.P., for any risk that the
Year 2000 will cause business disruption or operational failure. 1838 has set
forth on the Disclosure Schedule any Year 2000 risks identified in that
assessment and any remediation plans in place or contemplated to be put in
place. To the knowledge of 1838 after due inquiry of appropriate 1838, L.P.
personnel, all software owned by or licensed to 1838, L.P. is designed to be
used prior to, during and after the calendar year 2000 A.D.
Section 4.36. Redemption Agreement. The Redemption Agreement has been duly
executed by all parties thereto and was effective to convey all right, title and
interest of NTCM in the 1838 Partnership Interests to 1838. All amounts due to
MPCM under the Redemption Agreement have been fully paid and all other material
obligations of 1838 and 1838, L.P. thereunder have been performed. There are no
amounts due to MPCM by 1838, L.P. and MPCM has been paid, or has released its
rights with respect to, all past and future income of 1838, L.P.
Section 4.37. Former Stockholders. Except as set forth in the Disclosure
Schedule, there are no pending or, to the knowledge of 1838, threatened claims
against 1838 or 1838, L.P. by former 1838 Stockholders.
Section 4.38. Disclosure. The representations and warranties set forth in
this Article IV do not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements and
information contained in this Article IV not misleading.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
MBIA AND ACQUISITION
MBIA and Acquisition hereby represent, warrant and covenant to the 1838
Stockholders that:
Section 5.01. Organization.
(a) Organization. Each of MBIA and Acquisition is a corporation duly
and validly organized and existing in good standing under the Laws of the
state of its incorporation.
21
(b) Corporate Power and Authority. Each of MBIA and Acquisition has
full corporate power and authority and all Permits necessary to carry on
its business as it is now conducted and to own, lease and operate its
assets and properties.
Section 5.02. Authorization; Enforceability. The execution, delivery and
performance of this Agreement by MBIA and Acquisition and all of the documents
and instruments required by this Agreement to be executed and delivered by MBIA
and Acquisition (a) are within the corporate power of MBIA and Acquisition, (b)
have been duly authorized by all necessary corporate action by MBIA and
Acquisition and (c) do not require any approval of the stockholders of MBIA.
This Agreement is, and the other documents and instruments required by this
Agreement to be executed and delivered by MBIA and Acquisition will be, when
executed and delivered by MBIA and Acquisition, the valid and binding
obligations of MBIA and Acquisition, enforceable against MBIA and Acquisition in
accordance with their respective terms, except as the enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar Laws generally affecting the rights of creditors and subject to general
equity principles. The MBIA Common Stock to be issued pursuant to this Agreement
will be, when issued, duly authorized, validly issued and fully paid.
Section 5.03. No Violation or Conflict. The execution, delivery and
performance of this Agreement by MBIA and Acquisition do not and will not
conflict with or violate any Law, the Organizational Documents of MBIA,. the
Organizational Documents of Acquisition or any material contract or agreement to
which MBIA or Acquisition is a party or by which either of them is bound.
Section 5.04. Litigation. To the knowledge of MBIA, there are no actions,
suits or proceedings against MBIA or Acquisition, or both, by any Person which
question the validity, legality or propriety of the transactions contemplated by
this Agreement.
Section 5.05. Brokers. No agent, broker, person or firm acting on behalf of
MBIA or Acquisition will be entitled to any brokers,' finders' or any similar
fee in connection with the transactions contemplated by this Agreement except
Berkshire Capital Corporation and Xxxxxx Xxxxxx & Co., Inc., the fees of whom
shall be paid by MBIA.
Section 5.06. SEC Reports and Financial Statements. MBIA has properly and
timely filed with the SEC and has -made available to 1838, 1838, L.P. and the
1838 Stockholders true and complete copies of all forms, reports, schedules,
statements and other documents required to be filed by it and its subsidiaries
since January 1, 1997 (hereinafter referred to collectively, with all
amendments, exhibits and schedules thereto, as the "MBIA SEC Documents"). As of
their respective dates or, if amended, as of the date of the last such
amendment, the MBIA SEC Documents (a) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading and (b) complied as to form in all
material respects with the applicable requirements of the Exchange Act and the
Securities Act, as the case may be, and the applicable rules and regulations of
the SEC thereunder. Each of the consolidated financial statements (including any
related notes and schedules) included in the MBIA SEC Documents complies as to
form in all material respects with applicable accounting requirements and with
the published rules and regulations of the SEC with respect thereto, has
22
been prepared in accordance with GAAP (except as may be indicated in the notes
thereto and except, in the case of unaudited interim financial statements, as
permitted by Form 10-Q of the SEC) and fairly presents in all material respects
the consolidated financial position and the consolidated results of operations
and cash flows (and changes in financial position, if any) of MBIA and its
consolidated subsidiaries as at the dated thereof or for the periods presented
therein (subject, in the case of unaudited interim financial statements, to
normal year-end adjustments). All material agreements, contracts and other
documents required to be filed as exhibits to any of the MBIA SEC Documents have
been so filed.
Section 5.07. Material Adverse Change. There has been no MBIA Material
Adverse Effect since December 31, 1997.
Section 5.08. MBIA Stock The MBIA Common Stock to be issued pursuant to
this Agreement will be, when issued, duly authorized, validly issued and fully
paid.
Section 5.09. Capitalization The authorized capital stock of MBIA consists
of 200,000,000 shares of MBIA Common Stock and 10,000,000 shares of preferred
stock, par value $1.00 per share. As of April 30, 1998 (i) 97,618,497 shares of
MBIA Common Stock were issued and outstanding, (ii) no shares of MBIA Common
Stock were held in the treasury of MBIA, (iii) options to acquire an aggregate
of 3,909,798 shares of MBIA Common Stock were outstanding pursuant to MBIA's
stock option plans and (iv) no shares of preferred stock were issued and
outstanding. There have been no material changes to the capitalization of MBIA
from April 30, 1998 through the date of this Agreement.
Section 5.10. Certain Tax-Related Matters.
(a) MBIA has no plan or intention to have or permit 1838 to issue
additional shares of its stock after the Merger.
(b) MBIA has no plan or intention to reacquire any of the shares of
MBIA Common Stock issued in the Merger.
(c) MBIA has no plan or intention to liquidate 1838; to merge 1838
with or into another corporation (aside from Acquisition); to sell or
otherwise dispose of the stock of 1838 except for transfers of stock to
corporations controlled by MBIA within the meaning of Code ss. 368(c); or
to cause 1838 to sell or otherwise dispose of any of its assets, except for
disposition made in the ordinary course of business or transfers of assets
to a corporation controlled by 1838 within the meaning of Code ss. 368(c).
(d) Following the Merger, MBIA shall cause 1838 to continue at least
one significant historic business line of 1838, or use a significant
portion of its historic business assets in a business, in each case within
the meaning of Reg. ss. 1.368-1(d) of the Code.
ARTICLE VI
COVENANTS OF 1838
23
Section 6.01. Conduct of Business of 1838. During the period from the date
of this Agreement and continuing through the Closing Date, except as expressly
contemplated or permitted by this Agreement or with the prior written consent of
MBIA, 1838 shall (a) carry on its and 1838, L.P.'s business in the ordinary
course consistent with prudent business practice; (b) use its best efforts to
preserve its present business organization and relationships; (c) use its best
efforts to keep available the present services of 1838, L.P.'s employees and (d)
use its best efforts to preserve its rights, franchises, goodwill and relations
with 1838, L.P.'s customers and others with whom it conducts business.
Without limiting the generality of the foregoing, except as expressly
permitted by this Agreement or consented to in writing by MBIA, 1838 shall not:
(i) create, renew, amend, terminate or cancel, or take any other
action that may result in the creation, renewal, amendment,
termination or cancellation of, any lease relating to furniture,
fixtures and equipment or contracts to which it or 1838, L.P. is a
party except in the ordinary course of business;
(ii) take any action impairing its or 1838, L.P.'s rights in any
contract or purchased asset other than in the ordinary course of
business;
(iii) purchase or lease or cause 1838, L.P. to purchase or lease
any assets from, or sell or lease any assets to, any affiliate or
seller,
(iv) adopt, amend, renew or terminate any employee program,
agreement, arrangement or policy between 1838, L.P. and one or more of
its employees;
(v) commit any act or omission which constitutes a breach or
default under any contract or license to which it or 1838, L.P. is a
party or by which it or any of its properties is bound the effect of
which could reasonably be expected to cause an 1838, L.P. Material
Adverse Effect;
(vi) commit any act or omission which would materially violate
any applicable law, statute, code, ordinance, rule, regulation,
judgment, order, writ, decree or injunction applicable to 1838 or
1838, L.P. or any of their properties, contracts or assets;
(vii) on its own or 1838, L.P.'s behalf, waive any right or
modify or amend any commitment, or incur an material debt or
obligation, in each case other than in the ordinary course of
business;
(viii) guarantee or cause 1838, L.P. to guarantee any material
debt or obligation of any Person;
(ix) voluntarily divest 1838, L.P. of the management of any
mutual fund or other assets currently under management;
(x) cause 1838, L.P. to enter into any new line of business;
24
(xi) cause 1838, L.P. to increase salary or compensation of any
1838, L.P, employees;
(xii) acquire or agree to acquire in any manner, including by way
of merger, consolidation, purchase of an equity interest or assets,
any business or any corporation, partnership, association or other
business organization or division thereof or cause 1838, L.P. to do
the same; or
(xiii) make or declare any distributions of 1838, L.P. or 1838
assets except that 1838, L.P. may distribute accumulated earnings to
1838, 1838 may dividend such amounts to the 1838 Stockholders and
1838, L.P. and 1838 may declare Stockholder Distribution Obligations
provided, however, such distributions and/or declarations shall not
cause the Excess Working Capital to be less than three million dollars
($3,000,000) on the Closing Date or cause a breach of Section 4.20
hereof
Section 6.02. Approval by Investment Company Contract Clients.
(a) 1838, L.P. will use its best efforts to obtain, as promptly as
practicable, the approval of the Board of Directors and stockholders of
each Fund, pursuant to the provisions of Section 15 of the Investment
Company Act applicable thereto, of new Investment Company Contract
reflecting MBIA's ownership of 1838 which provide for substantially
identical services, at comparable costs, to the Funds to those in effect
immediately prior to the Closing Date.
(b) 1838, L.P. shall use its best efforts to assure, prior to the
Closing Date, the satisfaction of the conditions set forth in Section 15(f)
of the Investment Company Act with respect to each Fund.
Section 6.03. Approval by Investment Advisory Contract Clients. The parties
understand that the Merger will constitute an assignment, within the meaning of
the Advisers Act of the Investment Advisory Contracts. 1838 agrees to cause
1838, L.P. to inform its advisory clients of the transactions contemplated by
this Agreement and to use its best efforts to obtain the consent of its clients
to the assignment of their advisory contracts. Pursuant to such efforts, 1838
will notify advisory clients of the Merger and the resulting assignment of their
contracts and request that such clients furnish their written consent to the
assignments. It is agreed that where clients fail to furnish written consent
prior to the Effective Time of Merger, such non-responding clients will continue
to receive advisory services in accordance with the terms of their respective
contracts and that such non-responding clients will be deemed by the parties to
have consented to the assignment where such client continues to accept such
advisory services for at least 15 days after the Effective Time of Merger.
Clients will be advised by 1838 of the foregoing treatment of their accounts in
the event that they do not provide a response to the consent request. Where a
client advisory contract prohibits an assignment or provides for termination of
the contract upon assignments, 1838 agrees to use its best efforts to convince
clients to enter into new advisory contract with 1838, L.P. prior to the
Effective Time of Merger.
25
Section 6.04. Insurance. 1838 will ensure that 1838, L.P. maintains in
effect until the Closing Date all casualty and public liability policies
maintained by 1838, L.P. on the date hereof, the purchased assets and the
assumed liabilities, or will procure comparable replacement policies and
maintain such replacement policies in effect until the Closing Date.
Section 6.05. Maintenance of Records. Through the Closing Date, 1838, L.P.
will maintain the records in the same manner and with the same care that the
records have been maintained prior to the execution of this Agreement.
Section 6.06. Full Access. 1838 will permit, and cause 1838, L.P. to permit
representatives of MBIA to have fall access to all premises, properties,
personnel, books, records (including tax and licensing records), contracts and
documents of or pertaining to the 1838, L.P.
Section 6.07. Exclusivity. Unless this Agreement shall be terminated by
mutual consent of the parties hereto, neither 1838 nor the 1838 Stockholders
will solicit, initiate or encourage the submission of any proposal or offer from
any Person relating to the acquisition of the 1838 Common Stock or any
substantial portion of the assets of 1838, L.P. (including any acquisition
structured as a merger, consolidation or share exchange) or participate in any
discussions or negotiations regarding any of the foregoing.
Section 6.08. Accounting Matters. 1838 will use its best efforts to obtain
a letter from Coopers & Xxxxxxx LLP to the effect that 1838 is eligible to be
acquired in a transaction to be accounted for using "pooling of interests"
accounting treatment and will use its best efforts to avoid taking any action
(other than actions contemplated by this Agreement) that would prevent MBIA from
accounting for the business combination to be effected by the Merger as a
pooling of interests.
ARTICLE VII
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF MBIA AND ACQUISITION
All of the agreements and obligations of MBIA under this Agreement are
subject to the fulfillment, on or prior to the Closing Date, of the following
conditions precedent, any or all of which may be waived in whole or in part in
writing by MBIA:
Section 7.01. No Material Adverse Change. No 1838, L.P. Material Adverse
Effect shall have occurred.
Section 7.02. Compliance with Agreement. 1838, 1838, L.P. and the 1838
Stockholders shall have performed and complied with all of the agreements,
covenants and conditions required by this Agreement to be performed or complied
with by them on or prior to the Closing Date, All documentation relating to the
Merger shall be in form and substance acceptable to MBIA and, if applicable,
MBIA's rating agencies.
Section 7.03. Xxxx Xxxxx Xxxxxx Act. All necessary requirements of the Xxxx
Xxxxx Xxxxxx Act shall have been complied with and any "waiting periods"
applicable to the Merger and to the transactions described in this Agreement
which are imposed by the Xxxx Xxxxx Xxxxxx
26
Act shall have expired prior to the Closing Date or shall have been terminated
by the appropriate agency.
Section 7.04. Pooling Opinion. MBIA shall have received a letter from
Coopers & Xxxxxxx LLP to the effect that no conditions exist that would preclude
accounting for the Merger as a "pooling of interests" if consummated in
accordance with this Agreement and such letter shall not have been withdrawn.
Section 7.05. 1838 Stockholder Approval. All of the 1838 Stockholders shall
have delivered a Selling Stockholder Letter and executed this Agreement.
Section 7.06. 1838 Opinion Letter. MBIA shall have received the 1838
Counsel Opinion dated the Closing Date.
Section 7.07. Approval by 1838, L.P. Is Clients. At least three (3) days
prior to the Closing Date, 1838 must deliver documentation satisfactory to MBIA
certifying that clients representing no more than fifteen percent (15%) of 1838,
L.P.'s revenues as of March 31, 1998, shall have delivered notices of
termination of their advisory contracts as a result of notices of the
acquisition contemplated by this Agreement.
Section 7.08. No Litigation. No court or governmental authority of
competent jurisdiction shall have issued a permanent order restraining,
enjoining or otherwise prohibiting the consummation of the transactions
contemplated by this Agreement, and no person, firm, corporation or governmental
agency which is not a party to this Agreement shall have instituted an action or
proceeding seeking to restrain, enjoin or prohibit the consummation of the
transactions contemplated by this Agreement.
Section 7.09. Representations and Warranties Accurate. Subject to the final
Disclosure Schedule and the certificate required by Section 3.01 above, the
representations and warranties contained in this Agreement and the information
in the Schedules and Exhibits hereto shall be true and accurate in all material
respects, both on the date hereof and as of the Closing Date.
Section 7.10. Officer's Certificate. 1838 shall have delivered to MBIA an
officer's certificate on behalf of 1838 executed by Xxxxx as President of 1838
certifying to the matters set forth in Section 7.09 above.
Section 7.11. Employment of Key Employees. An employment agreement in form
and substance acceptable to MBIA between 1838 (or MBIA Asset Management
Corporation) and each of the Key Employees must be in full force and effect.
Section 7.12. No Adverse Claims. There must not have been made or
threatened by any entity or person any claim that such person or entity is the
holder, beneficial holder or pledgee of any of the 1838 Stock or the 1838, L.P.
Partnership Interests.
Section 7.13. Additional Documentation. 1838 shall have delivered such
additional documentation as may be reasonably requested by MBIA within a
reasonable timeframe to further effectuate and/or evidence the transactions
contemplated herein and compliance by 1838 and the 1838 Stockholders of their
representations, warranties and obligations hereunder.
27
Section 7.14. Approval by Board. Any material amendments or modifications
of the terms of the Merger as contemplated by this Agreement must have been
approved by the MBIA board of directors.
Section 7.15. Joint Advisory Agreement. Except as set forth on the
Disclosure Schedule, the Joint Advisory Agreement shall have been terminated
with no remaining obligations of 1838 or 1838, L.P. to any party thereto.
Section 7.16. Purchase of Minority Xxxxxxxx. 0000, XXXX or MBIA's designee
shall have purchased, simultaneous with the Merger, all of the partnership
interests of 1838, L.P. owned by Xxxxx.
Section 7.17. MBIA Common Stock Price. As of the end of the business day
immediately preceding the Closing Date, the market price of MBIA Common Stock as
reported by the New York Stock Exchange shall not be greater than $83.00 per
share or less than $65.00 per share.
Section 7.18. Final Disclosure Schedule. The final disclosure schedule and
the officer's certificate delivered by 1838 pursuant to Section 3.01 hereof
shall not contain any material additional liabilities or potential liabilities
of 1838 or 1838, L.P.
ARTICLE VIII
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF 1838
AND THE 1838 STOCKHOLDERS
Each and every obligation of 1838 and the 1838 Stockholders to be performed
on the Closing Date shall be subject to the satisfaction prior to or on the
Closing Date of the following express conditions precedent:
Section 8.01. Compliance With Agreement. MBIA and Acquisition shall have
performed and complied in all material respects with all of their obligations
under this Agreement which are to be performed or complied with by them prior to
or on the Closing Date.
Section 8.02. Proceedings and Instruments Satisfactory. All proceedings,
corporate or other, to be taken in connection with the transactions contemplated
by this Agreement, and all documents incident thereto, shall be reasonably
satisfactory in form and substance to the 1838 Stockholders, and MBIA and
Acquisition shall have made available to the 1838 Stockholders for examination
the originals or true and correct copies of all documents which the 1838
Stockholders may reasonably request in connection with the transactions
contemplated by this Agreement.
Section 8.03. No Litigation. No suit, action or other proceeding shall be
pending before any court seeking an injunction or other restraint against the
consummation of the transactions contemplated by this Agreement or seeking
material damages or other material payments as a result of the consummation of
the Merger.
28
Section 8.04. Representations and Warranties of MBIA and Acquisition. The
representations and warranties made by MBIA and Acquisition in this Agreement
shall be true and correct in all material respects, both on the date hereof and
as of the Closing Date.
Section 8.05. MBIA Opinion Letter. MBIA shall have delivered to the 1838
Stockholders the MBIA Counsel Opinion dated the Closing Date.
Section 8.06. Approvals. UBIA shall have obtained all approvals for the
Merger as are required by its Organizational Documents and by applicable law.
Section 8.07. No Material Adverse Change. No MBIA Material Adverse Effect
shall have occurred.
Section 8.08. MBIA Common Stock Price. As of the business day immediately
preceding the Closing Date, the market price of MBIA Common Stock as reported by
the New York Stock Exchange shall not be greater than $83.00 per share nor less
than $65.00 per share.
Section 8.09. Xxxx-Xxxxx-Xxxxxx. All necessary requirements of the
Xxxx-Xxxxx-Xxxxxx Act shall have been complied with any "waiting periods"
applicable to the Merger and the transactions described in this Agreement which
are imposed by the Xxxx-Xxxxx-Xxxxxx Act shall have expired prior to the Closing
Date or shall have been terminated by the appropriate agency.
Section 8.10. Stockholder Approval. 1838 Stockholders not holding less than
the percentage of 1838 Common Stock required under the Delaware General
Corporation Law for approval of a merger shall have duly approved the terms of
the Merger.
ARTICLE IX
INDEMNIFICATION
Section 9.01. Indemnification by 1838 Stockholders. Each of the 1838
Stockholders (the "Indemnifying Parties") severally agrees to indemnify, defend
and hold harmless MBIA, Acquisition, 1838 and 1838, L.P. (the "Indemnified
Parties") for any loss, liability, claim, obligation, damage (including
incidental and consequential damages), expense (including interest, penalties,
reasonable attorneys' fees and the costs and disbursements thereof) or
diminution in value (collectively, the "Damages"), arising from or in connection
with:
(a) any breach of any representation or warranty concerning 1838,
1838, L.P. and/or such 1838 Stockholder in this Agreement (including all
Schedules and Exhibits hereto) or in any certificate or document delivered
by 183 8 pursuant to this Agreement;
(b) any breach or nonfulfillment of any covenant or obligation of 1838
and/or such 1838 Stockholder under this Agreement;
(c) any misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to MBIA concerning 1838, 1838, L.P.
or such 1838 Stockholder hereunder;
29
(d) any claims by MPCM against the Indemnified Parties arising from or
relating to the Joint Advisory Agreement, the Limited Partnership Agreement
or arising from or related to the redemption by MPCM of its 1838, L.P.
Partnership Interests in 1838, L.P. pursuant to the Redemption Agreement.
Section 9.02. Limitation of Indemnification. The Indemnifying Parties as a
whole shall have no liability to the Indemnified Parties with respect to the
matters described in subsections 9.01(a) through (d) above or any other
provisions of this Agreement until the total of all Damages under those
subsections exceeds three hundred thousand dollars ($300,000) and then only for
the amount by which those Damages exceed three hundred thousand dollars
($300,000). The liability of each Indemnifying Party for Damages for which all
Indemnifying Parties are liable shall be a pro rata share of the Damages
determined by such Indemnifying Party's ownership of 1838 Common Stock on the
Closing Date as set forth on Exhibit A hereto. The maximum liability under any
circumstances for each Indemnifying Party shall be limited to an amount
determined as the number of shares of MBIA Common Stock received by such
Indemnifying Party in the Merger times thirty-seven dollars ($37.00).
Section 9.03. Procedure for Indemnification-Third Parties.
(a) In the case of any claim, other than a claim asserted by a third
party, as to which indemnity may be sought by an Indemnified Party, notice
shall be given by the Indemnified Party to the Indemnifying Parties.
(b) Promptly after receipt by an Indemnified Party of any notice of
the commencement of any claim, proceeding or action (a "Proceeding") by a
third party to recover damages which would, if such action is successful,
result in Indemnification Obligations under this Article IX, such
Indemnified Party shall provide notice to the Indemnifying Parties of such
Proceeding. The Indemnified Party shall permit the Indemnifying Party (at
the expense of such Indemnifying Party) to assume the defense of any claim
or any litigation resulting therefrom, provided that (i) the Indemnifying
Party shall make such election within ten (10) days after receipt of the
notice of claim from the Indemnified Party, (ii) the counsel for the
Indemnifying Party who shall conduct the defense of such claim or
litigation shall be reasonably satisfactory to the Indemnified Party, (iii)
the Indemnified Party may participate in such defense at such Indemnified
Party's expense, and (iv) the omission by any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
indemnification obligation under this Agreement except to the extent that
such omission has a material adverse effect on the Indemnifying Party's
ability to defend against such claim.
(c) Except with the prior written consent of the Indemnified parties,
the Indemnifying Parties, in the defense of any such claim or litigation,
shall not consent to entry of any judgment or enter into any settlement
that provides for injunctive or other nonmonetary relief affecting the
Indemnified Party or that does not include as an unconditional term thereof
the giving by each claimant or plaintiff to such Indemnified Party of a
release from all liability with respect to such claim or litigation. In the
event that the Indemnifying Party does not accept the defense of any matter
as above provided, (A) the Indemnified Party shall have the MI right to
defend against any such claim or
30
demand and shall be entitled to settle or agree to pay in full such claim
or demand after fifteen (15) days prior written notice to the Indemnifying
Parties; and (B) all legal and other expenses reasonably incurred by the
Indemnified Party shall be home by the Indemnifying Party. Notwithstanding
any other provision of this Section 9.03, in the event that the Indemnified
Party shall in good faith determine that the Indemnified Party may have
available to it one or more defenses or counterclaims that are inconsistent
with one or more of those that may be available to the Indemnifying Party
in respect of such claim or any litigation relating thereto, the
Indemnified Party shall have the right at all times to take over and assume
control over the defense, settlement, negotiations or litigation relating
to any such claim at the sole cost of the Indemnified Party, provided that
if the Indemnified Party does so take over and assume control, the
Indemnified Party shall not settle such claim or litigation without the
written consent of the Indemnifying Party, such consent not to be
unreasonably withheld. In any event, the Indemnified Parties and the
Indemnifying Parties shall cooperate in the defense of any claim or
litigation subject to this Section 9.03 and the records of each shall be
available to the other with respect to such defense.
(d) The Indemnifying Parties hereby appoint Xxxxx as their agent for
all notices, consultations and agreements required or permitted under this
Article IX until such time as the Indemnified Parties shall be informed
otherwise in writing, and agree to be bound by his actions and agreements
as agent hereunder.
(e) The Indemnified Parties hereby appoint MBIA as their agent for all
notices, consultations and agreements required or permitted under this
Article IX until such time as the Indemnifying Parties shall be informed
otherwise in writing, and agree to be bound by MBIA's actions and
agreements as agent hereunder.
(f) The Indemnified Parties shall not be entitled to bring any new
claim for Damages arising. from a breach of a representation or warranty,
whether under this Article IX or otherwise, after the survival period with
respect to the representation and warranty giving rise to the claim for
Damages shall have expired as set forth in Section 10.01 hereof.
Section 9.04. Procedures for Claims by Indemnified Parties. Any of the
Indemnified Parties may assert a claim for payment or reimbursement of Damages
by sending notice thereof to the Indemnifying Parties in accordance with
Sections 9.03 and 10.06 hereof The Indemnifying Parties shall have 30 days after
the date any such notice is sent (the "Notice Period") to notify the Indemnified
Parties of any defenses asserted by the Indemnifying Parties to such claim for
Damages. If the notice to the Indemnifying Parties so states, failure by the
Indemnifying Parties to respond within the Notice Period shall be deemed an
admission of liability by the Indemnifying Parties with respect to the claim for
Damages and they shall thereafter be barred from raising any defense or denial
of liability relating thereto.
Section 9.05. Indemnification by MBIA.
(a) M13IA agrees to indemnify each 1838 Stockholder for all Damages
incurred by such 1838 Stockholder arising from or in connection with:
31
(i) any breach of any representation or warranty made by MBIA in
this Agreement or any certificate or document delivered by MBIA
pursuant to this Agreement; and
(ii) any breach or nonfulfillment of any covenant or obligation
of MBIA under this Agreement.
(b) The 1838 Stockholders may assert a claim for payment or
reimbursement for Damages by sending notice thereof to MBIA and MBIA shall
have thirty (30) days after the date of such notice to notify the 1838
Stockholders of any defenses asserted by MBIA to the 1838 Stockholders'
claim for Damages. If the notice to MBIA so states, failure by MBIA to
respond within such thirty (30) day period shall be deemed an admission of
liability of MBIA with respect to the Damages and it shall thereafter be
barred from raising any defense or denial of liability relating thereto.
(c) The 1838 Stockholders shall not be entitled to bring any new claim
for Damages arising from a breach of a representation or warranty, whether
under this Article IX or otherwise, after the survival period with respect
to the representation and warranty giving rise to the claim for Damages
shall have expired as set forth in Section 10.01 hereof.
(d) The maximum liability of MBIA to each 1838 Stockholder under this
Section 9.05 shall be limited to an amount determined as the number of
shares of M131A Common Stock received by such 1838 Stockholder in the
Merger' multiplied by thirty seven dollars ($37.00).
Section 9.06. Exclusive Remedies. The indemnification rights set forth in
this Article IX shall be the sole and exclusive remedy for the matters set forth
in Sections 9.01 and 9.05 hereof, provided, however, that nothing in this
Article IX shall limit the remedies available to the Indemnified Parties or the
1838 Stockholders with respect to (i) claims of alleged fraud or deceit with
respect to the Merger, (ii) actions seeking specific performance of this
Agreement or any provision hereof, (iii) remedies available to the Indemnified
Parties or the 1838 Stockholders to enforce their right to indemnification and
(iv) remedies available to the 1838 Stockholders under any applicable Securities
Laws.
ARTICLE X
MISCELLANEOUS
Section 10.01. Survival of Representations, Warranties and Covenants. The
representations and warranties of 1838, the 1838 Stockholders, MBIA and
Acquisition contained in or made pursuant to this Agreement will survive the
Closing Date for a period of the lesser of (i) twelve (12) months or (ii) the
date of issuance of the first audited financial statements of MBIA following the
Merger regardless of any investigation made by or on behalf of the parties
hereto or the results of any such investigation, and the participation of either
party in such investigation will not constitute a waiver of any representation
or warranty of any other party. MBIA and 1838 shall each deliver to the other
party, on the Closing Date, a certificate stating
32
that, as of the Closing Date, such party has no knowledge of any breach of the
other party's representations and warranties herein or, if such party has
knowledge of a breach, specifying any such breaches to which the party has
knowledge. The respective covenants and agreements of the 1838 Stockholders and
MBIA set forth in this Agreement (including, without limitation, Section 2.12
and all provisions of Article IX) shall survive the consummation of the
transactions contemplated by this Agreement.
Section 10.02. Entire Agreement; Amendment. This Agreement and the
documents referred to in this Agreement and required to be delivered pursuant to
this Agreement constitute the entire agreement among the parties pertaining to
the subject matter of this Agreement, and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions of the
parties, whether oral or written, and there are no warranties, representations
or other agreements between the parties in connection with the subject matter of
this Agreement, except as specifically set forth in this Agreement. No
amendment, supplement, modification, waiver or termination of this Agreement
shall be binding unless executed in writing by the party to be bound thereby. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision of this Agreement, whether or not
similar, nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided. At any time prior to the Effective Time of Merger, the
Boards of Directors of the constituent corporations to the Merger may amend this
Agreement, provided that any amendment made subsequent to the adoption of this
Agreement by the 1838 Stockholders shall not (1) alter or change the amount or
kind of shares, securities, cash, property and/or rights to be received in
exchange for or on conversion of all or any of the shares of 1838 Common Stock,
(2) alter or change any term of the certificate of incorporation of the
Surviving Corporation to be effected by the Merger, or (3) alter or change any
of the terms and conditions of this Agreement if such alteration or change would
adversely affect the holders of any class of such constituent corporation.
Section 10.03. Expenses. MBIA, Acquisition, 1838 and the 1838 Stockholders
shall each pay their respective expenses incurred in connection with the
negotiation and preparation of this Agreement and the consummation of the
transactions contemplated hereby, including, without limitation, their
respective legal fees, expenses, commissions and filing fees regardless of
whether such transactions are consummated. MBIA shall pay all fees associated
with the Xxxx-Xxxxx-Xxxxxx filing and up to ten thousand dollars ($10,000) of
1838's accounting fees incurred in connection with the Merger.
Section 10.04. Governing Law. This Agreement shall be construed and
interpreted according to the Laws of the State of Delaware except that the
provisions of Section 2.12 hereof shall be governed by the laws of the
Commonwealth of Pennsylvania.
Section 10.05. Assignment. Neither MBIA nor 1838 may assign any of their
rights, liabilities or obligations under this Agreement without the prior
written consent of the other parties hereto, except that MBIA may assign its
rights to any entity or person affiliated with it.
Section 10.06. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when personally
33
delivered or deposited in the United States Mail, mailed first class, certified
and return receipt requested, addressed as follows:
If to MBIA or Acquisition: MBIA Inc.
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
with a copy to: MBIA Inc.
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
If to 1838, 1838 Stockholders 1838 Investment Advisors, Inc.
or the Indemnifying Parties: Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: X. Xxxxxxx Xxxxx
with a copy to: Drinker, Xxxxxx & Xxxxx
Suite 300
0000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx, Esq.
Section 10.07. Counterparts, Headings. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same Agreement. The table
of contents and article and section headings in this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
Section 10.08. Interpretation. Unless the context requires otherwise, all
words used in this Agreement in the singular number shall extend to and include
the plural, all words in the plural number shall extend to and include the
singular, and all words in any gender shall extend to and include all genders.
The language used in this Agreement shall be deemed to be language chosen by the
parties to this Agreement to express their mutual intent. In the event an
ambiguity or question of intent or interpretation arises concerning the language
of this Agreement, this Agreement shall be construed as if drafted jointly by
the parties to this Agreement and no presumption or burden of proof will arise
favoring or disfavoring any party to this Agreement by virtue of the authorship
of any of the provisions of this Agreement.
Section 10.09. Severability. If any provision, clause or part of this
Agreement, or the application thereof under certain circumstances, is held
invalid, the remainder of this Agreement, or the application of such provision,
clause or part under other circumstances, shall not be affected thereby unless
such invalidity materially impairs the ability of the parties to consummate the
transactions contemplated by this Agreement.
34
Section 10.10. Further Assurances. If, at any time after the Closing Date,
any farther action is necessary or desirable to carry out the purposes of this
Agreement and to vest the Surviving Corporation with full right, title and
possession to all assets, properties, rights, privileges, powers and franchises
of either Acquisition or 1838, the officers of the Surviving Corporation are
fully authorized to take any such action in the name of Acquisition or 1838.
Section 10.11. Waivers. No failure or delay on the part of any party in
exercising any right, power or remedy hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any right, power or remedy
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder.
Section 10.12. Successors In Interest. This Agreement will be binding upon
and inure to the benefit of the parties hereto and their respective legal
representatives, heirs, successors and permitted assigns.
Section 10.13. ACKNOWLEDGEMENT BY 1838 STOCKHOLDERS. BY THEIR EXECUTION OF
THE SELLING STOCKHOLDER LETTER, EACH OF THE 1838 STOCKHOLDERS (1) APPROVES THE
TERMS OF THE MERGER AS SET OUT HEREIN, (11) ACKNOWLEDGES AND AGREES TO THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 1838 STOCKHOLDERS SET OUT
HEREIN AND (III) AGREES TO BE BOUND BY THE NONSOLICITATION PROVISIONS IN SECTION
2.10 (IF APPLICABLE) AND THE INDEMNIFICATION PROVISIONS OF ARTICLE IX HEREOF.
THE 1838 STOCKHOLDERS FURTHER ACKNOWLEDGE THAT THIS AGREEMENT IS A LEGALLY
BINDING DOCUMENT AND THAT THEY HAVE CONSULTED WITH LEGAL COUNSEL REGARDING THIS
AGREEMENT TO THE EXTENT THEY DEEM APPROPRIATE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
35
IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of
Reorganization to be duly executed as of the day and year first above written.
MBIA INC.
Attest:
By: /s/[ILLEGIBLE]
By: /s/ Xxxxx X. Xxxxx ----------------------------
---------------------------
Secretary
MBIA ACQUISITION, INC.
Attest:
By: /s/ Xxxxxxxx X. Xxxxxxxxx
By: /s/ Xxxxx X. Xxxxx ----------------------------
--------------------------- Title: Vice President
Secretary --------------------------
1838 INVESTMENT ADVISORS, INC.
Attest:
By:
By: /s/ [ILLEGIBLE] -----------------------------
----------------------------- Title: /s/ [ILLEGIBLE]
--------------------------
Certificate of the Secretary
of
MBIA Acquisition, Inc.
I, the undersigned, as Secretary of MBIA Acquisition Inc. ("Acquisition"),
hereby certify that the Agreement and Plan of Merger dated as of June 18, 1998
(the "Agreement") between MBIA Inc., 1838 Investment Advisors, Inc. and
Acquisition has been adopted by Acquisition, pursuant to Section 251(f) of the
Delaware General Corporation Law. I certify further that no shares of
Acquisition were outstanding prior to the adoption of the resolution, dated as
of June 19, 1998, approving the Agreement by the Board of Directors of
Acquisition.
DATED as of this, 19th day of June, 1998.
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx, Secretary
The 1838 Stockholders hereby acknowledge their nonsolicitation (if
applicable) and indemnification obligations under Section 2.12 and Article 9,
respectively of this Agreement, and agree to be bound by the terms thereof.
/s/ X. Xxxxxxx Xxxxx
--------------------------
X. Xxxxxxx Xxxxx
/s/ Xxxx Xxxxxxxxxx
--------------------------
Xxxx Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxx, XX
--------------------------
Xxxxxx X. Xxxxxxx, XX
/s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx, Xxxxxxx X.
/s/ Xxxx X. Xxxxxxxxxx
--------------------------
Bencrowsky, Xxxx X.
/s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxx, Xxxxxxx X.
/s/ X. Xxxxxx Xxxxxx
--------------------------
Xxxxxx, X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Xxxxxxxxx, Xxxxxx X.
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxxx, Xxxxxxxx X.
/s/ Xxxx X. Xxxxxxxxx
--------------------------
Xxxxxxxxx, Xxxx X.
/s/ Xxxxxx X. Xxxxx, Xx.
--------------------------
Xxxxx, Jr. Xxxxxx X.
/s/ Xxxxxxx X. Xxxx
--------------------------
Xxxx, Xxxxxxx X.
/s/ Xxxxxx X. Xxxx
--------------------------
Xxxx, Xxxxxx X.
/s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxx, Xxxxxxx X.
/s/ Xxx X. Xxxx
--------------------------
Xxxx, Xxx X.
/s/ Xxxx X. XxXxxxx
--------------------------
XxXxxxx, Xxxx X.
/s/ Xxxxxx XxXxxxxx
--------------------------
XxXxxxxx, Xxxxxx
/s/ Xxxxx X. Xxxxx, III
--------------------------
Xxxxx, III, Xxxxx X.
/s/ Xxxxxxxx X. Xxxxx
--------------------------
Xxxxx, Xxxxxxxx X.
/s/ Xxxxxx Xxxxxx
--------------------------
Xxxxxx, Xxxxxx
/s/ Xxxxx X. Xxxxxx
--------------------------
Xxxxxx, Xxxxx X.
/s/ Hnas Van Den Xxxx
--------------------------
Van Den Xxxx, Xxxx
2
/s/ Xxxxxx X. Xxxxx
--------------------------
Xxxxx, Xxxxxx X.
/s/ Xxxxxx Xxxxxx
--------------------------
Xxxxxx, Xxxxxx
3
EXHIBITS AND SCHEDULES
Disclosure Schedule
Exhibit A 1838 Shareholder List (Current and Former)
Exhibit A-1 Nonsoliciting Shareholder List
Exhibit 13 Plan of Merger
Exhibit C Furniture, Fixtures and Equipment
Exhibit D Customer Contracts
Exhibit E Selling Stockholder Letter
PRELIMINARY DISCLOSURE SCHEDULE
6/19/98
This Disclosure Statement is made and given pursuant to the Agreement and Plan
of Merger dated June 19, 1998 by and among MBIA Inc.. MBIA Acquisition, Inc. and
1838 Investment Advisors. Inc. (the "Agreement"). The section numbers in this
Disclosure Schedule correspond to the section numbers in the Agreement; however,
any information disclosed herein under any section number shall be deemed to be
disclosed and incorporated into any other schedule number under the Agreement
where such disclosure would be appropriate. Any term defined in the Agreement
shall have the same meaning when used in this Disclosure Schedule as when used
in the Agreement unless the context otherwise requires.
4.02 1838 Inc, had to accelerate our payments to Xxx Xxxxx in order to do deal
with MBIA.
4.05 1938 LP owns shares in the 1838 International Fund.
4.06 Stockholders' Agreement
4.07 Xxxxxx Xxxxx, a former employee of 1838 who was terminated in 1993 has
periodically threatened legal action for wrongful termination and
inadequate reimbursement for his stock.
4.08 1997 Financial Statements were provided to MBIA. As indicated in Sec.
4.1.0 the MPCM loan and stockholder (partner) distribution obligations
total $15,758,442.
4.09 See Schedule 4.09 1838 leased additional space contagious to its current
office space on June 1, 1998. As part of the lease, 1839 has a building
allowance of $5 per square foot. There is no provision on the balance
sheet for build out expenses or furniture.
4.10 See Schedule 4.10. 1838 LP is restricted from solicitation activities in
the Netherlands. 1838 LP has a verbal agreement with Xxx Xxxx, a retired
employee, to pay finders fees on certain accounts so long as they remain
with 1838 LP.
4.11 1838 LP may be in default with respect to the One Meridian Bank lease.
Total liability was less than $75,000 in 1991 dollars.
4.13 See Schedule 4.13
4.14 See Schedule 4.14
4.16 (iii) List of Tax Returns -
1838 LP:
Federal - 1065 US Partnership Return of Income
State - PA-65 Commonwealth of PA Partnership Information Return
Local - Radnor Business Privilege Tax (Gross Receipts)
1838 Inc,
Federal 1120S - US Income Tax S-Corp
State - RCT-101 PA Corp Tax Report (Capital Stock Tax)
State - Delaware Annual Franchise Tax Report
(v) The 12/31/97 basis of 1838 LP's assets are: Invested = IV $563,123,
Investment in International Fund $121,142. The 12/31/97 basis of 1838
Inc. is investment in 1838 LP of $4,731,354.
4-17 Xxxxxx Xxxxx has asserted various claims against 1838 Inc. (see 4.07) One
current and one former employee have complained of verbal harrassment
from their supervisor. The matter was resolved and the current employee
cliams the situation has not recurred.
4.19 The minutes book may not be complete, particularly prior to the 1991
office fire
4.22 See schedule 4,22. American College of Cardiology will be reducing assets
by approximately 35%.
4.23 Several family members of 1838 employees are investment advisory clients
of 1839 LP.
4.25 1838 has hired three summer employees. In addition, 1938 is searching to
fill two vacant clerical positions and one equity analyst position.
4.27 See Schedule 4.27
4.32 1838 acts as advisor to the following funds: 1838 Investment Advisors
Fund 0000 Xxxx Xxxxxxxxx Trading Fund 1838 acts as sub-advisor to the
following funds: Market Street Fund SEI Small Cap Value Fund
4.32 (b) Xxxxxx Square, administrator to the 1838 Funds failed to timely
comply with blue sky regulations in various states.
4.35 With regard to year 2000 compliance, 1838 Investment Advisors in-house
systems are recently developed and have taken year 2000 into
consideration. Conversion to Access 8 from Access 2 brings these
applications into compliance. Over the past two years our equipment and
infrastructure (including telecommunications and voice mail) have been
either upgraded or newly purchased addressing year 2000 issues in the
process. The Novell server 3.1.2 will be certified Y2K compliant by
Novell, with patches. However, we are moving to an NT environment prior
to Y2K, which Microsoft states is "compliant or compliant with minor
issues." The latest release of GIM2 (5.3.0.14), the firm's portfolio
accounting system, brings the application to full compliance. We are in
the process of installing and testing the application. We anticipate this
will be completed by July 15. We are in contact and working with our data
providers and institutional interfaces (DTC), to ensure compliance with
these systems. 1838 LP has not assessed operating and technology systems
used by vendors to or clients of 1838, i.e. brokers, custodians. DTC,
etc. We are contracting with JVC Consulting for a Y2K audit to be
completed by the end of July. The purpose of the audit will be to certify
our findings or identify any exposure we may have missed.
4.37 Xxxxxx Xxxxx is the only shareholder who has threatened claims against
1838. Shareholder sales since 1993 are detailed on exhibit 4.37. Other
former stockholders include Xxxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxx
Xxxxxxxxxx.
7.15 1938 LP remains party to a continuing investment management agreement
with Fortis, Inc., successor to MPCM.
Depreciation for 1838 on MeesPierson Assets for 1998
Date of
Original Cost Life Service January February March April May
MeesPierson Computer Equipment
Printer 1,299.00 5 11/93 21.65 21.65 21.65 21.65 21.65
Model & 486 DX2 2,087.85 5 7/94 34.80 34.80 34.80 34.80 34.80
Total 3,385.85 56.45 56.45 56.45 56.45 56.45
MeesPierson Software
General Ledger Software 18,698.30 5 7/93 311.64 311.64 311.64 311.64 311.64
Software 608.54 3 5/94
Custom Report Software 600.00 3 3/94
Software Upgrade 742.70 3 9/94
Network Upgrade 1,908.00 5 1/95 31.80 31.80 31.80 31.80 31.80
Total 22,557.54 343.44 343.44 343.44 343.44 343.44
MeesPierson Office Furn & Equip
Chair 1,203.10 7 1/91 14.32
Bookcase 543.00 7 2/91 6.46 6.46
Side Chair 782.00 7 2/91 9.31 9.31
Chairs 450.25 7 5/91 5.36 5.36 5.36 5.36 5.36
English & 473.36 7 2/92 5.64 5.64 5.64 5.64 5.64
Desk 66 x 1,447.71 7 4/92 17.23 17.23 17.23 17.23 17.23
Modular T 348.76 7 4/92 4.15 4.15 4.15 4.15 4.15
Wing Chair 1,519.41 7 4/92 18.09 18.09 18.09 18.09 18.09
Arm Chair 1,348.22 7 4/92 16.05 16.05 16.05 16.05 16.05
Bookcase 524.30 7 4/92 6.24 6.24 6.24 6.24 6.24
Copier 10,265.50 5 5/92
Fax Machine 2,200.00 5 5/92
Fax Machine 535.00 5 7/92
Credenza & other att - 2 7,195.75 7 9/93 85.66 85.66 85.66 85.66 85.66
Credenza & other att - 2 4,626.50 7 11/93 55.08 55.08 55.08 55.08 55.08
Custom 3 1,678.57 1 1/95
Total 35,141.43 243.59 229.27 213.50 213.50 213.50
June July August September October November December
Printer 21.65 21.65 21.65 21.65 21.65
Model & 486 DX2 34.80 34.80 34.80 34.80 34.80 34.80 34.80
Total 56.45 56.45 56.45 56.45 56.45 34.80 34.80
MeesPierson Software
General Ledger Software 311.64
Software
Custom Report Software
Software Upgrade
Network Upgrade 31.80 31.80 31.80 31.80 31.80 31.80 31.80
Total 343.44 31.80 31.80 31.80 31.80 31.80 31.80
MeesPierson Office Furn & Equip
Chair
Bookcase
Side Chair
Chairs
English & 5.64 5.64 5.64 5.64 5.64 5.64 5.64
Desk 66 x 17.23 17.23 17.23 17.23 17.23 17.23 17.23
Modular T 4.15 4.15 4.15 4.15 4.15 4.15 4.15
Wing Chair 18.09 18.09 18.09 18.09 18.09 18.09 18.09
Arm Chair 16.05 16.05 16.05 16.05 16.05 16.05 16.05
Bookcase 6.24 6.24 6.24 6.24 6.24 6.24 6.24
Copier
Fax Machine
Fax Machine
Credenza & other att - 2 85.66 85.66 85.66 85.66 85.66 85.66 85.66
Credenza & other att - 2 55.08 55.08 55.08 55.08 55.08 55.08 55.08
Custom 3
Total 208.14 208.14 208.14 208.14 208.14 208.14 208.14
SMH/Deprec98/MPCM/6/11/98
New Computer Software-1998
105-5101 Deprec. Exp of
100-1517 Accum Deprec. On New Computer Software
Date of
Original Cost Life Service January February March April May
New Computer Software
Integrated Decision Systems 139,542.00 5 08/94 2,325.70 2,325.70 2,325.70 2,325.70 2,325.70
Reflects 25% Discount
$20,130 is for Informix
JVC-Software to connt Unix S 738.03 5 06/94 12.30 12.30 12.30 12.30 12.30
IDS Star 5.02 (Software) 1,960.00 3 07/94
IDS NET (DOS) 4.10DDB (S 1,995.00 3 07/94
JVC-Palindrome UG 2.06 757.00 3 12/94
Novell GRP Win Upgrade 2,890.99 3 03/95 60.31 60.31
Mobius Group M-Search Up 4,750.00 3 6/95 131.94 131.94 131.94 131.94 131.94
Zonics System Management 1,531.70 3 6/95 42.55 42.55 42.55 42.55 42.55
Zonics System Management 7,072.85 3 7/95 196.47 196.47 196.47 196.47 196.47
Zonics System Management 8,379.30 3 7/95 232.76 232.76 232.76 232.76 232.76
Zonics System Management 6,667.40 3 7/95 185.21 185.21 185.21 185.21 185.21
Zonics System Management 8,379.30 3 7/95 232.76 232.76 232.76 232.76 232.76
Great Plains Version 8 Upgr 1,515.27 3 6/95 46.60 46.60 46.60 46.60 46.60
IDS Globalized Data Conver 1,875.00 3 8/95 52.08 52.08 52.08 52.08 52.08
IDS Rating Analysis and Mar 2,812.50 3 8/95 78.13 78.13 78.13 78.13 78.13
Zonics System Management 5,360.95 3 9/95 148.92 148.92 148.92 148.92 148.92
IDS Asset Alloc. Block Spec 837.50 3 9/95 26.04 26.04 26.04 26.04 26.04
Decision Systems Compsoft 22,500.00 3 7/95 625.00 625.00 625.00 625.00 625.00
IDS Custom Trans. Ledger 2,250.00 3 10/95 62.50 62.50 62.50 62.50 62.50
IDS Portfolio Changes Repor 3,187.50 3 10/95 88.54 88.54 88.54 88.54 88.54
IDS DTC, Autotasking, Swe 662.50 3 10/95 23.96 23.96 23.96 23.96 23.96
IDS Globalize Data Conversi 625.00 3 10/95 17.36 17.36 17.36 17.36 17.36
Informix Runtime Intel Windo 3,556.94 3 11/95 98.80 98.80 98.80 98.80 98.80
JVC Tech Microsoft Win for 495.99 3 6/96 13.76 13.76 13.76 13.76 13.76
IDS Users 33-64 Upgrade 24,059.30 3 6/96 668.31 668.31 668.31 668.31 668.31
Integrated Decision Systems 19,000.00 3 6/97 528.00 528.00 528.00 528.00 528.00
Financial Models-Auto Reco 25,000.00 3 8/97 694.00 694.00 694.00 694.00 694.00
JVC Tech Novell Netware V 2,281.12 3 12/97 63.36 63.36 63.36 63.36 63.36
Capital Mgmt-CMS BondEdg 2,509.00 3 12/97 69.70 69.70 69.70 69.70 69.70
Informix 27,044.76 3 1/98 751.36 751.36 751.36 751.24
SQL 4.20.UC1 License Sun Microsystems SN #AAC#J269824
Online 5.10.UC1 Development/User Lic SN #AAC#R269825
Star TCP/IP 5.10.UC1 Dev/User Lic SN #AAC#N269826
Monthly Total 330,536.30 4,419.36 5,170.72 5,090.29 5,090.29 5,090.29
June July August September October November December
Integrated Decision Systems 2,325.70 2,325.70 2,325.70 2,325.70 2,325.70 2,325.70 2,325.70
Reflects 25% Discount
$20,130 is for Informix
JVC-Software to connt Unix S 12.30 12.30 12.30 12.30 12.30 12.30 12.30
IDS Star 5.02 (Software)
IDS NET (DOS) 4.10DDB (S
JVC-Palindrome UG 2.06
Novell GRP Win Upgrade
Mobius Group M-Search Up
Zonics System Management
Zonics System Management 196.47
Zonics System Management 232.76
Zonics System Management 185.21
Zonics System Management 232.76
Great Plains Version 8 Upgr
IDS Globalized Data Conver 52.08 52.08
IDS Rating Analysis and Mar 78.13 78.13
Zonics System Management 148.92 148.92 148.92
IDS Asset Alloc. Block Spec 26.04 26.04 26.04
Decision Systems Compsoft 625.00
IDS Custom Trans. Ledger 62.50 62.50 62.50 62.50
IDS Portfolio Changes Repor 88.54 88.54 88.54 88.54
IDS DTC, Autotasking, Swe 23.96 23.96 23.96 23.96
IDS Globalize Data Conversi 17.36 17.36 17.36 17.36
Informix Runtime Intel Windo 98.80 98.80 98.80 98.80 98.80
JVC Tech Microsoft Win for 13.76 13.76 13.76 13.76 13.76 13.76 13.76
IDS Users 33-64 Upgrade 668.31 668.31 668.31 668.31 668.31 668.31 668.31
Integrated Decision Systems 528.00 528.00 528.00 528.00 528.00 528.00 528.00
Financial Models-Auto Reco 694.00 694.00 694.00 694.00 694.00 694.00 694.00
JVC Tech Novell Netware V 63.36 63.36 63.36 63.36 63.36 63.36 63.36
Capital Mgmt-CMS BondEdg 69.70 69.70 69.70 69.70 69.70 69.70 69.70
Informix 751.24 751.24 751.24 751.24 751.24 751.24 751.24
SQL 4.20.UC1 License Sun Microsystems SN #AAC#J269824
Online 5.10.UC1 Development/User Lic SN #AAC#R269825
Star TCP/PIP 5.10.UC1 Dev/User Lic SN #AAC#269826
Monthly Total 4,869.20 3,397.00 3,266.79 3,091.83 2,699.47 2,800.67 2,800.67
SMH/Deprec98/Software/6/11/98
Furniture/Fixtures Small Cap - 1998
400-1515 Accum. Dep. F/F Small Cap
400-5100 Deprec. Exp F/F Small Cap
Date of
Original Cost Life Service January February March April May
Furniture/Fixture
JRC Furniture 874.15 5 11/94 14.57 14.57 14.57 14.57 14.57
Computer Equip
Vircom HP Lase 1,797.99 3 2/98 49.74 49.95 49.95
SMH/Deprec98/Small cap/6/11/98
June July August September October November December
Furniture/Fixture
JRC Furniture 14.57 14.57 14.57 14.57 14.57 14.57 14.57
Computer Equip
Vircom HP Lase 49.95 49.95 49.95 49.95 49.95 49.95 49.95
SMH/Deprec98/Small cap/6/11/98
Furniture/Fixtures Marketing - 1998
1515-300 Accum. Dep. F/F Marketing
5100-300 Deprec. Exp F/F Marketing
Date of
Original Cost Life Service January February March April May
Furniture/Fixture
X. Xxxxxxxx Conf Table & Base 749.98 5 7/96 50.00 12.50
X. Xxxxxxxx Pedestal File JHS 640.88 5 10/96 42.72 10.68
Total 1,390.74 62.72 23.18
Computer Equipment Depreciation-Marketing 1998
300-1515 Accum. Dep. Computers
300-5101 Depreciation Exp. Computers
Gateway 2000 3,427.49 5 11/96 57.12 57.12 57.12 57.12 57.12
Gateway Solo 9100 S5 Portable 5,132.00 3 10/97 144.50 142.50 142.50 142.50 142.50
Xxxxxxx -0 XX0 300 System 3,638.00 3 10/97 103.00 101.00 101.00 101.00 101.00
Gateway - GP6 300 System 3,257.00 3 1/98 90.55 90.47 90.47 90.47
Total 15,454.49 304.62 391.17 391.09 391.09 391.09
June July August September October November December
Furniture/Fixture
X. Xxxxxxxx Conf Table & Base 12.50 12.50 12.50 12.50 12.50 12.50 12.50
X. Xxxxxxxx Pedestal File JHS 10.68 10.68 10.68 10.68 10.68 10.68 10.68
Total 23.18 23.18 23.18 23.18 23.18 23.18 23.18
Computer Equipment Depreciation-Marketing 1998
300-1515 Accum. Dep. Computers
300-5101 Depreciation Exp. Computers
Gateway 2000 57.12 57.12 57.12 57.12 57.12 57.12 57.12
Gateway Solo 9100 S5 Portable 142.50 142.50 142.50 142.50 142.50 142.50 142.50
Xxxxxxx -0 XX0 300 System 101.00 101.00 101.00 101.00 101.00 101.00 101.00
Gateway - GP6 300 System 90.47 90.47 90.47 90.47 90.47 90.47 90.47
Total 391.09 391.09 391.09 391.09 391.09 391.09 391.09
SMH/Deprec98/Mktg/6/11/98
Leasehold Improvements Depreciation 1998
100-1525 Accumulated Amort. Leasehold
100-5102 Amort. Exp. Leasehold
Date of
Original Cost Life Service January February March April May
Leasehold Improvements
Wiring - JVC 17,606.64 120.00 12/91 146.72 146.72 146.72 146.72 146.72
Build Out for MeesPierson 3,660.00 84.00 12/94 43.57 43.57 43.57 43.57 43.57
X. Xxxxxxxx & Sons Construction-Deposit 12,437.00 66.00 6/96 193.23 193.23 193.23 193.23 193.23
X. Xxxxxxxx & Sons Construction-Final Payment 18,342.61 66.00 6/96 300.51 300.51 300.51 300.51 300.51
Monthly Total 52,046.25 684.03 684.03 684.03 684.03 684.03
June July August September October November December
Leasehold Improvements
Wiring - JVC 146.72 146.72 146.72 146.72 146.72 146.72 146.72
Build Out for MeesPierson 43.57 43.57 43.57 43.57 43.57 43.57 43.57
X. Xxxxxxxx & Sons Construction-Deposit 193.23 193.23 193.23 193.23 193.23 193.23 193.23
X. Xxxxxxxx & Sons Construction-Final Payment 300.51 300.51 300.51 300.51 300.51 300.51 300.51
Monthly Total 684.03 684.03 684.03 684.03 684.03 684.03 684.03
SMH/Deprec98/Leasehold/6/11/98
IS Computer Equipment Depreciation - 1998
100-5101 Depreciation Exp. Computers
100-1516 Accum. Deprec. Computers IS
Date of
Original Cost Life Service January February March April May
IS Computer Equipment
Micro Computer Industries 42,634.00 5 06/94 710.57 710.57 710.57 710.57 710.57
Micro Computer Industries (TAX) 2,558.04 5 07/94 42.63 42.63 42.63 42.63 42.63
JVC- Exabyte ext 4200C 2-4GB 1,253.00 3 12/94
JVC- 3COM Etherlink-Card Server 1,854.27 3 12/94
Cartel System CPU Fan, Motherboard 10,176.00 5 1/95 169.60 169.60 169.60 169.60 169.60
Cartel System Motherboard Qty 5 10,176.00 5 2/95 169.60 169.60 169.60 169.60 169.60
JVC Kalpana EPS Ether SW Sport 2,336.24 5 7/95 38.93 38.93 38.93 38.93 38.93
Cartel Sys. 486 DX2-66 Comp. 10,176.00 5 3/95 169.60 169.60 169.60 169.60 169.60
Intersolv Conversion DB Tool Kit 5,678.26 5 6/95 94.64 94.64 94.64 94.64 94.64
Cartel System 4,070.40 5 10/95 67.64 67.64 67.64 67.64 67.64
Dell Direct CUS-HD Qty 1 821.50 5 10/95 13.69 13.69 13.69 13.69 13.69
Surestore 2000E 2GB Tape Xx.XX#X 1,114.70 3 2/97 30.96 30.96 30.96 30.96 30.96
MovinColl Portable AC Unit 2,326.70 3 11/97 63.95 63.95 63.95 63.95 63.95
Peripheral Ultra 2 Model 300 Series 22,967.38 5 1/98 382.18 382.18 382.18 382.18
Peripheral Tape Drive, Monitor 4,784.84 5 1/98 79.59 79.75 79.75 79.75
Xxxx 3780 Plus Interface w/Sync Cabl 2,114.70 3 2/98 58.75 58.75 58.75
Ethernet Switch 3,402.50 3 3/98 95.00 94.50
Sun 9gb Disk Drive 2,141.13 3 4/98 59.33
Cisco 2516 Router 2,149.50 3 4/98 59.65
4 Baystack 350T StandAlone/Rackm 6,955.45 3 4/98 248.76
Monthly Total 141,690.61 1,572.01 2,033.78 2,093.01 2,188.31 2,555.85
June July August September October November December
IS Computer Equipment
Micro Computer Industries 710.57 710.57 710.57 710.57 710.57 710.57 710.57
Micro Computer Industries (TAX) 42.63 42.63 42.63 42.63 42.63 42.63 42.63
JVC- Exabyte ext 4200C 2-4GB
JVC- 3COM Etherlink-Card Server
Cartel System CPU Fan, Motherboard 169.60 169.60 169.60 169.60 169.60 169.60 169.60
Cartel System Motherboard Qty 5 169.60 169.60 169.60 169.60 169.60 169.60 169.60
JVC Kalpana EPS Ether SW Sport 38.93 38.93 38.93 38.93 38.93 38.93 38.93
Cartel Sys. 486 DX2-66 Comp. 169.60 169.60 169.60 169.60 169.60 169.60 169.60
Intersolv Conversion DB Tool Kit 94.64 94.64 94.64 94.64 94.64 94.64 94.64
Cartel System 67.64 67.64 67.64 67.64 67.64 67.64 67.64
Dell Direct CUS-HD Qty 1 13.69 13.69 13.69 13.69 13.69 13.69 13.69
Surestore 2000E 2GB Tape Xx.XX#X 30.96 30.96 30.96 30.96 30.96 30.96 30.96
MovinColl Portable AC Unit 63.95 63.95 63.95 63.95 63.95 63.95 63.95
Peripheral Ultra 2 Model 300 Series 382.18 382.18 382.18 382.18 382.18 382.18 382.18
Peripheral Tape Drive, Monitor 79.75 79.75 79.75 79.75 79.75 79.75 79.75
Xxxx 3780 Plus Interface w/Sync Cabl 58.75 58.75 58.75 58.75 58.75 58.75 58.75
Ethernet Switch 94.50 94.50 94.50 94.50 94.50 94.50 94.50
Sun 9gb Disk Drive 59.48 59.48 59.48 59.48 59.48 59.48 59.48
Cisco 2516 Router 59.71 59.71 59.71 59.71 59.71 59.71 59.71
4 Baystack 350T StandAlone/Rackm 248.85 248.85 248.85 248.85 248.85 248.85 248.85
Monthly Total 2,555.85 2,555.85 2,555.85 2,555.85 2,555.85 2,555.85 2,555.85
SMH/Deprec98/IS/6/11/98
Computer Equipment Depreciation - 1998
5101-100 Depreciation Exp. Computers
1515-100 Accumulated Dep. Computers
Date of
Original Cost Life Service January February March April May
Computer Equipment
Time Stamp Machine - ATR Systems 450.50 5 09/91
Cabinet, Lotus - JVC 7,164.51 5 12/91
Intel Netport - JVC 1,023.96 5 01/92
Intel Netport - JVC 624.27 5 02/92
Companion Switches, boxes for 1,752.00 5 03/92
comp. Monitor - JVC 5
Ethernet Interface, Hardware for 583.50 5 4/92
printer - JVC
MicroAge of Exton 560.31 5 06/92
Harvard Graphics Upgrade
JVC Physical Installation 1,120.00 5 03/93 16.67 16.67 16.67
JVC New Server & Equipment 5,892.06 5 09/93 98.21 98.21 98.21 98.21 98.21
Haverford Sys - NEC 27" VGA Scan Montr 3,164.10 5 01/94 52.74 52.74 52.74 52.74 52.74
Tektronic Phaser Color Printer - JVC 10,600.00 5 05/94 176.67 176.67 176.67 176.67 176.67
JVC-Concenter Board 1,814.67 5 06/94 30.24 30.24 30.24 30.24 30.24
UCI-486DX's w/monitor @2/1900 4,028.00 5 06/94 67.13 67.13 67.13 67.13 67.13
UCI-486DX w/monitor @1/1934.50 1,934.50 5 06/94 32.24 32.24 32.24 32.24 32.24
UCI-486DX w/420 meg. @2/1450 +tax 3,074.00 3 10/94
JVC- HP Laserjet 4MP @ 2139 +tax 2,311.75 3 10/94
CompUSA-Laptop comptr (3yr parts) 3,497.95 3 10/94
UCI-486DX w/monitor @1/1700 +tax 1,602.00 3 10/94
Cartel System -Pentium Qty 3 8,199.10 5 6/95 136.65 136.65 136.65 136.65 136.65
MicroCenter Laser Jet Printer 3,782.08 5 7/95 63.03 63.03 63.03 63.03 63.03
JVC Cybex PC Companion-VGA 1,583.51 5 6/95 26.39 26.39 26.39 26.39 26.39
Mice, Connectors, Modems, Serial Boards 744.68 5 7/95 12.41 12.41 12.41 12.41 12.41
JVC Networth 24 Port and 4 Patch Cable 1,791.40 5 7/95 29.86 29.86 29.86 29.86 29.86
Arch Assoc. HP Laserjet 4SI 3,683.50 5 8/95 61.39 61.39 61.39 61.39 61.39
JVC HP Vectra VLS 2,660.60 5 11/95 44.34 44.34 44.34 44.34 44.34
JVC HP Vectra VL 2,416.80 5 12/95 40.28 40.28 40.28 40.28 40.28
JVC HP Vectra VL3, Pentium 60 5,676.63 5 12/95 94.61 94.61 94.61 94.61 94.61
JVC HP Vectra VL3, Pentium 90 3,340.96 5 12/95 55.68 55.68 55.68 55.68 55.68
Dell Direct Sales L.P. Hard Drive 781.96 5 1/96 4.70 4.70 4.70 4.70 4.70
JVC HP Vectra VL4 P120 16 Megs 3,332.34 5 396 55.54 55.54 55.54 55.54 55.54
JVC HP P/133, 16 Megs Qty 2 6,797.14 5 3/96 113.29 113.29 113.29 113.29 113.29
JVC HP Laserjet Printer 2,648.64 5 4/96 47.48 47.48 47.48 47.48 47.48
MicroCenter US Fax Modem 639.84 5 4/96 10.66 10.66 10.66 10.66 10.66
MicroCenter 5,063.52 5 4/96 84.39 84.39 84.39 84.39 84.39
JVC Tech Minitowers and Adapters 18,519.90 5 5/96 325.33 325.33 325.33 325.33 325.33
Printer for Trading Amer. Exp. 1,852.88 5 5/96 216.16 216.16 216.16 216.16 216.16
Gateway 2000 17,137.20 5 11/96 285.62 285.62 285.62 285.62 285.62
Winbook Corp. 5,260.94 5 12/96 67.68 67.68 67.68 67.68 67.68
MicroCenter Laser Jet printer 886.00 5 12/96 14.77 14.77 14.77 14.77 14.77
Gateway GDBPPRO200PIA-3 Computers 10,101.00 5 1/97 168.35 168.35 168.35 168.35 168.35
Gateway GDBPPRO200PIA-5 Computers 15,885.00 5 2/97 264.75 264.75 264.75 264.75 264.75
Gateway GDPPPRO200PIA-2 Computers 7,522.00 5 2/97 125.37 125.37 125.37 125.37 125.37
Micro Ctr-Memory additions 1,398.56 5 3/97 23.31 23.31 23.31 23.31 23.31
JVC-LAN Tape Backup Drive-SS# P01360 1,405.67 5 3/97 23.43 23.43 23.43 23.43 23.43
SSI-Phaser 350 Color Printer, 24mb, 600x3 5,367.00 5 3/97 69.78 69.78 69.78 69.78 69.78
June July August September October November December
Computer Equipment
Time Stamp Machine - ATR Systems
Cabinet, Lotus - JVC
Intel Netport - JVC
Intel Netport - JVC
Companion Switches, boxes for
comp. Monitor - JVC
Ethernet Interface, Hardware for
printer - JVC
MicroAge of Exton
Harvard Graphics Upgrade
JVC Physical Installation
JVC New Server & Equipment 98.21 98.21 98.21 98.21
Haverford Sys - NEC 27" VGA Scan Montr 52.74 52.74 52.74 52.74 52.74 52.74 52.74
Tektronic Phaser Color Printer - JVC 176.67 176.67 176.67 176.67 176.67 176.67 176.67
JVC-Concenter Board 30.24 30.24 30.24 30.24 30.24 30.24 30.24
UCI-486DX's w/monitor @2/1900 67.13 67.13 67.13 67.13 67.13 67.13 67.13
UCI-486DX w/monitor @1/1934.50 32.24 32.24 32.24 32.24 32.24 32.24 32.24
UCI-486DX w/420 meg. @2/1450 +tax
JVC- HP Laserjet 4MP @ 2139 +tax
CompUSA-Laptop comptr (3yr parts)
UCI-486DX w/monitor @1/1700 +tax
Cartel System -Pentium Qty 3 136.65 136.65 136.65 136.65 136.65 136.65 136.65
MicroCenter Laser Jet Printer 63.03 63.03 63.03 63.03 63.03 63.03 63.03
JVC Cybex PC Companion-VGA 26.39 26.39 26.39 26.39 26.39 26.39 26.39
Mice, Connectors, Modems, Serial Boards 12.41 12.41 12.41 12.41 12.41 12.41 12.41
JVC Networth 24 Port and 4 Patch Cable 29.86 29.86 29.86 29.86 29.86 29.86 29.86
Arch Assoc. HP Laserjet 4SI 61.39 61.39 61.39 61.39 61.39 61.39 61.39
JVC HP Vectra VLS 44.34 44.34 44.34 44.34 44.34 44.34 44.34
JVC HP Vectra VL 40.28 40.28 40.28 40.28 40.28 40.28 40.28
JVC HP Vectra VL3, Pentium 60 94.61 94.61 94.61 94.61 94.61 94.61 94.61
JVC HP Vectra VL3, Pentium 90 55.68 55.68 55.68 55.68 55.68 55.68 55.68
Dell Direct Sales L.P. Hard Drive 4.70 4.70 4.70 4.70 4.70 4.70 4.70
JVC HP Vectra VL4 P120 16 Megs 55.54 55.54 55.54 55.54 55.54 55.54 55.54
JVC HP P/133, 16 Megs Qty 2 113.29 113.29 113.29 113.29 113.29 113.29 113.29
JVC HP Laserjet Printer 47.48 47.48 47.48 47.48 47.48 47.48 47.48
MicroCenter US Fax Modem 10.66 10.66 10.66 10.66 10.66 10.66 10.66
MicroCenter 84.39 84.39 84.39 84.39 84.39 84.39 84.39
JVC Tech Minitowers and Adapters 325.33 325.33 325.33 325.33 325.33 325.33 325.33
Printer for Trading Amer. Exp. 216.16 216.16 216.16 216.16 216.16 216.16 216.16
Gateway 2000 285.62 285.62 285.62 285.62 285.62 285.62 285.62
Winbook Corp. 67.68 67.68 67.68 67.68 67.68 67.68 67.68
MicroCenter Laser Jet printer 14.77 14.77 14.77 14.77 14.77 14.77 14.77
Gateway GDBPPRO200PIA-3 Computers 168.35 168.35 168.35 168.35 168.35 168.35 168.35
Gateway GDBPPRO200PIA-5 Computers 264.75 264.75 264.75 264.75 264.75 264.75 264.75
Gateway GDPPPRO200PIA-2 Computers 125.37 125.37 125.37 125.37 125.37 125.37 125.37
Micro Ctr-Memory additions 23.31 23.31 23.31 23.31 23.31 23.31 23.31
JVC-LAN Tape Backup Drive-SS# P01360 23.43 23.43 23.43 23.43 23.43 23.43 23.43
SSI-Phaser 350 Color Printer, 24mb, 600x3 69.78 69.78 69.78 69.78 69.78 69.78 69.78
SMH/Deprec98/Comp Equip/6/11/98
Computer Equipment Depreciation - 1998
5101-100 Depreciation Exp. Computers
1515-100 Accumulated Dep. Computers
Date of
Original Cost Life Service January February March April May
Computer Equipment
Networking Plus-Bay Networks 4,221.00 5 3/97 70.35 70.35 70.35 70.35 70.35
Xxxxxxx 0 Xxxxxxxxx-X. Xxxxx XX 00000 10,077.00 5 4/97 167.95 167.95 167.95 167.95 167.95
Networking Plus-Computer Room Cable In 1,000.00 5 4/97 16.67 16.67 16.67 16.67 16.67
Peak Comp Svcs - P166 Barebones Sys/18 1,124.66 5 5/97 16.74 16.74 16.74 16.74 16.74
American Communications 8,000.00 5 7/97 153.00 133.00 133.00 133.00 133.00
ACS-Telephone System 24,035.00 5 7/97 435.00 400.00 400.00 400.00 400.00
RCI, Inc.-Telephone System 14,052.00 5 7/97 234.20 234.20 234.20 234.20 234.20
American Communications-Telephone Syst 41,696.38 5 7/97 691.38 695.00 695.00 695.00 695.00
ITS Mailing System 2,722.60 5 6/97 45.38 45.38 45.38 45.38 45.38
ITS Mailing Systems 2,704.60 5 6/97 45.08 45.08 45.08 45.08 45.08
Peak Comp Svcs - P168 Barebones, 32Mg 1,418.28 5 6/97 23.64 23.64 23.64 23.64 23.64
ACS-Telephone System 16,000.00 5 7/97 70.00 270.00 270.00 270.00 270.00
Networking Plus-Phone System Fax Svc 4,183.05 5 7/97 70.75 69.70 69.70 69.70 69.70
Peak Comp Svcs - P166 Barebones Sys/18 905.24 3 7/97 24.99 25.15 25.15 25.15 25.15
Networking Plus-HP Vectra P166, 128MB 3,166.96 5 8/97 52.78 52.78 52.78 52.78 52.78
Thacher: Winbook S/E #0000000000 4,416.99 5 9/97 73.60 73.60 73.60 73.60 73.60
JVC-Compaq Proliant 2500 6/200 512 IS/N 10,095.18 5 12/97 168.43 168.43 168.43 168.43 168.43
Amex-Computer Projector 3,174.70 3 10/97 94.70 89.00 89.00 89.00 89.00
Staples-HP Laser Jet5se Printer 1,113.00 3 10/97 28.00 31.00 31.00 31.00 31.00
ACS-Telephone System 4,000.00 5 7/97 66.47 66.67 66.67 66.67
Gateway 2 GP6-300 Systems 6,794.00 3 1/98 188.80 188.72 188.72 188.72
Xxxxxxx XX0-000 Systems 3,307.00 3 1/98 91.90 91.86 91.86 91.86
Vircom HP Laserjet 4000N S/N #USEF069 1,720.38 3 2/98 47.37 47.80 47.80
GP6-333 System 3,688.00 3 3/98 102.25 102.45
2 GP6-333 Systems 5,926.00 3 3/98 165.00 164.60
3 GP6-333 Systems 9,411.00 3 4/98 261.65
2 Solo 5100 Best Buy Laptops 7,648.00 3 4/98 212.60
GP6-333 System 3,399.00 3 4/98 94.30
Monthly Total 390,598.05 5,465.79 5,956.69 6,004.44 6,253.45 6,621.80
June July August September October November December
Computer Equipment
Networking Plus-Bay Networks 70.35 70.35 70.35 70.35 70.35 70.35 70.35
Xxxxxxx 0 Xxxxxxxxx-X. Xxxxx XX 00000 167.95 167.95 167.95 167.95 167.95 167.95 167.95
Networking Plus-Computer Room Cable In 16.67 16.67 16.67 16.67 16.67 16.67 16.67
Peak Comp Svcs - P166 Barebones Sys/18 16.74 16.74 16.74 16.74 16.74 16.74 16.74
American Communications 133.00 133.00 133.00 133.00 133.00 133.00 133.00
ACS-Telephone System 400.00 400.00 400.00 400.00 400.00 400.00 400.00
RCI, Inc.-Telephone System 234.20 234.20 234.20 234.20 234.20 234.20 234.20
American Communications-Telephone Syst 695.00 695.00 695.00 695.00 695.00 695.00 695.00
ITS Mailing System 45.38 45.38 45.38 45.38 45.38 45.38 45.38
ITS Mailing Systems 45.08 45.08 45.08 45.08 45.08 45.08 45.08
Peak Comp Svcs - P168 Barebones, 32Mg 23.64 23.64 23.64 23.64 23.64 23.64 23.64
ACS-Telephone System 270.00 270.00 270.00 270.00 270.00 270.00 270.00
Networking Plus-Phone System Fax Svc 69.70 69.70 69.70 69.70 69.70 69.70 69.70
Peak Comp Svcs - P166 Barebones Sys/18 25.15 25.15 25.15 25.15 25.15 25.15 25.15
Networking Plus-HP Vectra P166, 128MB 52.78 52.78 52.78 52.78 52.78 52.78 52.78
Thacher: Winbook S/E #0000000000 73.60 73.60 73.60 73.60 73.60 73.60 73.60
JVC-Compaq Proliant 2500 6/200 512 IS/N 168.43 168.43 168.43 168.43 168.43 168.43 168.43
Amex-Computer Projector 89.00 89.00 89.00 89.00 89.00 89.00 89.00
Staples-HP Laser Jet5se Printer 31.00 31.00 31.00 31.00 31.00 31.00 31.00
ACS-Telephone System 66.67 66.67 66.67 66.67 66.67 66.67 66.67
Gateway 2 GP6-300 Systems 188.72 188.72 188.72 188.72 188.72 188.72 188.72
Xxxxxxx XX0-000 Systems 91.86 91.86 91.86 91.86 91.86 91.86 91.86
Vircom HP Laserjet 4000N S/N #USEF069 47.80 47.80 47.80 47.80 47.80 47.80 47.80
GP6-333 System 102.45 102.45 102.45 102.45 102.45 102.45 102.45
2 GP6-333 Systems 164.60 164.60 164.60 164.60 164.60 164.60 164.60
3 GP6-333 Systems 261.41 261.41 261.41 261.41 261.41 261.41 261.41
2 Solo 5100 Best Buy Laptops 212.44 212.44 212.44 212.44 212.44 212.44 212.44
GP6-333 System 94.42 94.42 94.42 94.42 94.42 94.42 94.42
Monthly Total 6,621.52 6,621.52 6,621.52 6,621.52 6,723.31 6,723.31 6,723.31
SMH/Deprec98/Comp Equip/6/11/98
Furniture/Fixture Depreciation 1998
1505-100 Accumulated Depreciation Furniture/Fixtures
5100-100 Depreciation Expense Furniture/Fixtures
Date of
Original Cost Life Service January February March April May
Furn/Fixtures
Refrigerator, White -SILO 634.78 5 03/91
Xxxxxx xxxx tradrs (4) 5,072.10 5 04/91
Binding machine-GBC 1,373.61 5 04/91
Duplifax Fax Machine 4,448.70 5 04/91
Oriental rugs - XXXX Int'l 18,000.00 10 09/97 150.00 150.00 150.00 150.00 150.00
Wood Superior 32,268.20 10 10/91 268.90 268.90 268.90 268.90 268.90
Xxxxxxxx 6,674.40 10 10/91 55.62 55.62 55.62 55.62 55.62
X. Xxxxxxx 107,774.56 10 10/91 1,564.79 1,564.79 1,564.79 1,564.79 1,564.79
Xxxxxxxx 3,305.08 10 11/91 27.54 27.54 27.54 27.54 27.54
Adelphia-Door sign 1,662.86 10 11/91 13.86 13.86 13.86 13.86 13.86
WSI Wood Finish 259.70 10 12/91 2.16 2.16 2.16 2.16 2.16
Xxxxxxxxx - Chairs 3,222.84 10 12/91 26.65 26.65 26.65 26.65 26.65
WSI Keyboard/Credenza 243.80 10 12/91 2.03 2.03 2.03 2.03 2.03
Hall runner-XXXX Int'l 2,968.00 10 12/91 24.73 24.73 24.73 24.73 24.73
X. Xxxxxxxx Additional 256.61 10 01/92 2.97 2.97 2.97 2.97 2.97
expense to orig invoice #156
Xxxxxxxx 48.00 10 01/92 0.40 0.40 0.40 0.40 0.40
2 braided pillows, WTB
American Express 1,420.34 10 01/92 11.64 11.64 11.64 11.64 11.64
TV/VCR
Mahogoney Conference room chairs 12,164.00 7 02/92 145.05 145.05 145.05 145.05 145.05
Rolltop Desks (file retrieval) 34,200.00 7 02/92 407.14 407.14 407.14 407.14 407.14
Rosewood Conference Room Table 2,542.00 7 02/92 30.26 30.26 30.26 30.26 30.26
Wood Superior 2,986.10 10 02/92 24.68 24.68 24.68 24.68 24.68
Recept credenza (1/1860)
FI printing unit (1/825)
Wood Superior 4,881.66 10 02/92 40.68 40.68 40.68 40.68 40.68
Shelves-Lunch, Mrkt, Comp
9 mahog keybds, 9 cherry keybds
Xxxxxxxx 2,144.59 10 02/92 17.87 17.87 17.87 17.87 17.87
23 board rm chairs reupholstered
extra material
X. Xxxxxxxx 2,116.60 10 02/92 17.66 17.66 17.66 17.66 17.66
trdg box file (2/297.50)
trdg box file (2/314)
trdg keybd drawer (2/149)
extra lat file (1/287)
X. Xxxxxxxx 3,558.82 10 03/92 29.66 29.66 29.66 29.66 29.66
client chairs (6/445)
Comp. Stools (2/298)
Wood Superior 1,047.00 10 03/92 8.73 8.73 8.73 8.73 8.73
Repair 7 rolltops
Wood Superior 3,494.02 10 03/92 28.14 29.14 29.14 29.14 29.14
Additional Projects
Refininshing by Xxxxxxx 1,050.00 10 03/92 9.75 9.75 9.75 9.75 9.75
9 rolltops refinished
Xxxxxx Xxxxxxx 541.00 5 04/92
recept desk supplies
Refininshing by Xxxxxxx 1,000.00 10 04/92 8.33 8.33 8.33 8.33 8.33
2 desks repaired, finished
June July August September October November December
Furn/Fixtures
Refrigerator, White -SILO
Xxxxxx xxxx tradrs (4)
Binding machine-GBC
Duplifax Fax Machine
Oriental rugs - XXXX Int'l 150.00 150.00 150.00 150.00 150.00 150.00 150.00
Wood Superior 268.90 268.90 268.90 268.90 268.90 268.90 268.90
Xxxxxxxx 55.62 55.62 55.62 55.62 55.62 55.62 55.62
X. Xxxxxxx 1,564.79 1,564.79 1,564.79 1,564.79 1,564.79 1,564.79 1,564.79
Xxxxxxxx 27.54 27.54 27.54 27.54 27.54 27.54 27.54
Adelphia-Door sign 13.86 13.86 13.86 13.86 13.86 13.86 13.86
WSI Wood Finish 2.16 2.16 2.16 2.16 2.16 2.16 2.16
Xxxxxxxxx - Chairs 26.65 26.65 26.65 26.65 26.65 26.65 26.65
WSI Keyboard/Credenza 2.03 2.03 2.03 2.03 2.03 2.03 2.03
Hall runner-XXXX Int'l 24.73 24.73 24.73 24.73 24.73 24.73 24.73
X. Xxxxxxxx Additional 2.97 2.97 2.97 2.97 2.97 2.97 2.97
expense to orig invoice #156
Xxxxxxxx 0.40 0.40 0.40 0.40 0.40 0.40 0.40
2 braided pillows, WTB
American Express 11.64 11.64 11.64 11.64 11.64 11.64 11.64
TV/VCR
Mahogoney Conference room chairs 145.05 145.05 145.05 145.05 145.05 145.05 145.05
Rolltop Desks (File retrieval) 407.14 407.14 407.14 407.14 407.14 407.14 407.14
Rosewood Conference Room Table 30.26 30.26 30.26 30.26 30.26 30.26 30.26
Wood Superior 24.68 24.68 24.68 24.68 24.68 24.68 24.68
Recept credenza (1/1860)
FI printing unit (1/825)
Wood Superior 40.68 40.68 40.68 40.68 40.68 40.68 40.68
Shelves-Lunch, Mrkt, Comp
9 mahog keybds, 9 cherry keybds
Xxxxxxxx 17.87 17.87 17.87 17.87 17.87 17.87 17.87
23 board rm chairs reupholstered
extra material
X. Xxxxxxxx 17.66 17.66 17.66 17.66 17.66 17.66 17.66
trdg box file (2/297.50)
trdg box file (2/314)
trdg keybd drawer (2/149)
extra lat file (1/287)
X. Xxxxxxxx 29.66 29.66 29.66 29.66 29.66 29.66 29.66
client chairs (6/445)
Comp. Stools (2/298)
Wood Superior 8.73 8.73 8.73 8.73 8.73 8.73 8.73
Repair 7 rolltops
Wood Superior 29.14 29.14 29.14 29.14 29.14 29.14 29.14
Additional Projects
Refininshing by Xxxxxxx 9.75 9.75 9.75 9.75 9.75 9.75 9.75
9 rolltops refinished
Xxxxxx Xxxxxxx
recept desk supplies
Refininshing by Xxxxxxx 8.33 8.33 8.33 8.33 8.33 8.33 8.33
2 desks repaired, finished
SMH/Deprec98/Furn-Fix/6/11/98
Furniture/Fixture Depreciation 1998
1505-100 Accumulated Depreciation Furniture/Fixtures
5100-100 Depreciation Expense Furniture/Fixtures
Date of
Original Cost Life Service January February March April May
Furn/Fixtures
Refininshing by Xxxxxxx 600.00 10 04/92 5.00
repair, pick up & delivery
X. Xxxxxxxx MIS workstations 3,257.11 10 04/92 27.14 27.14 27.14 27.14 27.14
acoust panel (4x337.58),
connector (2x76.13) shelving
unit (1x746.2) deliery &
installation (450)
Sofa/side table, J. XxXxxxx 730.34 10 05/92 6.09 6.09 6.09 6.09 6.09
Xtec-Ricoh FT6750 copier 17,770.90 5 05/92
Wood Superior 1,612.00 5 00/00
Xxxxxxxx 00xx 00xx 30hi
X. Xxxxxxxx
Console PJM 1,147.04 5 08/92
Roundtable PJM 459.03 5 08/92
Walnut desk MAT 1,492.65 5 08/92
Bookcase MAT 1,606.30 5 08/92
X. Xxxxxxxx
Desk Extension Mrkting 1,217.16 5 02/93 20.29
X. Xxxxxxxx
High-boy Bookcase-Mktg 2,270.54 10 03/93 18.92 18.92 18.92 18.92 18.92
Wood Superior
Counter top w/cherry trim-Mktg 903.30 5 04/93 15.06 15.06 15.06
X. Xxxxxxxx
Open Bookcase, Mahogany-P. Acctg 1,608.30 10 04/93 15.07 15.07 15.07 15.07 15.07
X. Xxxxxxxx
Furniture-Marketing 6,342.15 5 12/94 105.70 105.70 105.70 105.70 105.70
Furniture-MIS 18,694.10 5 12/94 311.57 311.57 311.57 311.57 311.57
Furniture-Equity 315.60 5 12/94 5.26 5.26 5.26 5.26 5.26
Xxxxxx Xxxxxxxx Shelving Xerox Room 2,048.41 5 5/96 34.14 34.14 34.14 34.14 34.14
Xxxxxx Xxxxxxxx 11,490.73 5 6/96 191.51 191.51 191.51 191.51 191.51
X. Xxxxxxxx Marketing countertop 1,125.00 5 9/96 18.75 18.75 18.75 18.75 18.75
X. Xxxxxxxx-Bookcases 5,682.98 5 10/96 94.72 94.72 94.72 94.72 94.72
Wrightline-Racks in Computer Room 6,213.29 5 3/97 103.55 103.55 103.55 103.55 103.55
Carl's Upholster 1,826.60 5 6/97 30.48 30.48 30.48 30.48 30.48
Tan Shelving and Back Braces 1,887.17 5 5/95 31.46 31.46 31.46 31.46 31.46
X. Xxxxxxxx 5 chairs 2,447.30 5 6/96 40.79 40.79 40.79 40.79 40.79
X. Xxxxxxxx Bookcases/Lateral Files 6,465.48 5 11/97 107.75 107.75 107.75 107.75 107.75
Conference Rm Table & 8 Chairs 1,700.00 3 3/98 47.30 47.22
Total 442,799.75 4,103.09 4,082.81 4,082.81 4,115.05 4,114.97
June July August September October November December
Furn/Fixtures
Refininshing by Xxxxxxx
repair, pick up & delivery
X. Xxxxxxxx MIS workstations 27.14 27.14 27.14 27.14 27.14 27.14 27.14
acoust panel (4x337.58),
connector (2x76.13) shelving
unit (1x746.2) deliery &
installation (450)
Sofa/side table, J. XxXxxxx 6.09 6.09 6.09 6.09 6.09 6.09 6.09
Xtec-Ricoh FT6750 copier
Wood Superior
Credenza 72lg 20dp 30hi
X. Xxxxxxxx
Console PJM
Roundtable PJM
Walnut desk MAT
Bookcase MAT
X. Xxxxxxxx
Desk Extension Mrkting
X. Xxxxxxxx
High-boy Bookcase-Mktg 18.92 18.92 18.92 18.92 18.92 18.92 18.92
Wood Superior
Counter top w/cherry trim-Mktg
X. Xxxxxxxx
Open Bookcase, Mahogany-P. Acctg 15.07 15.07 15.07 15.07 15.07 15.07 15.07
X. Xxxxxxxx
Furniture-Marketing 105.70 105.70 105.70 105.70 105.70 105.70 105.70
Furniture-MIS 311.57 311.57 311.57 311.57 311.57 311.57 311.57
Furniture-Equity 5.26 5.26 5.26 5.26 5.26 5.26 5.26
Xxxxxx Xxxxxxxx Shelving Xerox Room 34.14 34.14 34.14 34.14 34.14 34.14 34.14
Xxxxxx Xxxxxxxx 191.51 191.51 191.51 191.51 191.51 191.51 191.51
X. Xxxxxxxx Marketing countertop 18.75 18.75 18.75 18.75 18.75 18.75 18.75
X. Xxxxxxxx-Bookcases 94.72 94.72 94.72 94.72 94.72 94.72 94.72
Wrightline-Racks in Computer Room 103.55 103.55 103.55 103.55 103.55 103.55 103.55
Carl's Upholster 30.48 30.48 30.48 30.48 30.48 30.48 30.48
Tan Shelving and Back Braces 31.46 31.46 31.46 31.46 31.46 31.46 31.46
X. Xxxxxxxx 5 chairs 40.79 40.79 40.79 40.79 40.79 40.79 40.79
X. Xxxxxxxx Bookcases/Lateral Files 107.75 107.75 107.75 107.75 107.75 107.75 107.75
Conference Rm Table & 8 Chairs 47.22 47.22 47.22 47.22 47.22 47.22 47.22
Total 4,114.97 4,114.97 4,114.97 4,114.97 4,114.97 4,114.97 4,114.97
SMH/Deprec98/Furn-Fix/6/11/98
Computer Equipment Depreciation - Wrap 1998
200-1515 Accum. Dep. Computers Wrap
200-5101 Depreciation Exp. Computers Wrap
Date of
Original Cost Life Service January February March April May
Computer Equipment-Wrap
JVC-HP Laserjet IV 5,009.80 5 1/97 83.50 83.50 83.50 83.50 83.50
Computer City Desk Jet 660C 349.11 5 9/95 5.81 5.81 5.81 5.81 5.81
J & R Sound Computer (B. Cla 4,818.36 5 10/95 80.31 80.31 80.31 80.31 80.31
Dell Direct Sales 13,450.34 5 1/95 224.17 224.17 224.17 224.17 224.17
Winbook computer Corp. 4,860.94 5 12/96 81.02 81.02 81.02 81.02 81.02
Winbook FX P150-SN#JT158 5,409.99 5 1/97 90.17 90.17 90.17 90.17 90.17
Peak Comp Svcs-P166 Bare 863.00 5 5/97 14.38 14.38 14.38 14.38 14.38
Peak Comp Svcs-P166 Bare 733.52 5 6/97 12.23 12.23 12.23 12.23 12.23
Winbook computer Corp. 4,911.99 3 7/97 136.50 136.50 136.50 136.50 136.50
Gateway-3 GP6 300 Systems 10,914.00 3 10/97 1,212.67 303.05 303.17 303.17
Staples/NSSS999-12936 69007 5,953.74 3 11/97 164.70 164.70 164.70 164.70 164.70
Gateway-GP6 300 System 3,397.00 3 1/98 94.40 94.36 94.36 94.36
Gateway-GP6 300 System 3,307.00 3 1/98 91.90 91.86 91.86 91.86
Gateway-GP6 300 Dual Prem/ 5,341.00 3 4/98 148.40
Monthly Total 69,319.79 892.79 2,291.76 1,382.06 1,382.18 1,530.58
Furniture/Fixtures Wrap-1997
200-5100 Deprec. Exp. F/F Wrap
200-1505 Accum Dep F/F Wrap
Lamination Machine-Advance 3,633.68 3 04/94
Wood Superior-Wrap Tradin 8,128.00 3 12/94
X. Xxxxxxxx
12 Files 7,746.48 3 12/94
3 Chairs 1,030.32 3 12/94
X. Xxxxxxxx Lateral File 1,996.83 3 11/97 32.13 56.85 56.84 56.84 56.84
Monthly Total 22,535.31 32.13 56.85 56.84 56.84 56.84
Computer Software-Wrap
200-5101
200-1517
The McGrell Group 11,720.00 3 11/96 325.56 325.56 325.56 325.56 325.56
The McGrell Group-Hrs Progr 12,060.15 3 3/97 307.23 307.23 307.23 307.23 307.23
The McGrell Group-US Robot 1,957.29 3 4/97 54.37 54.37 54.37 54.37 54.37
Month Total 25,737.44 687.16 687.16 687.16 687.16 687.16
June July August September October November December
Computer Equipment-Wrap
JVC-HP Laserjet IV 83.50 83.50 83.50 83.50 83.50 83.50 83.50
Computer City Desk Jet 660C 5.81 5.81 5.81 5.81 5.81 5.81 5.81
J & R Sound Computer (B. Cla 80.31 80.31 80.31 80.31 80.31 80.31 80.31
Dell Direct Sales 224.17 224.17 224.17 224.17 224.17 224.17 224.17
Winbook Computer Corp. 81.02 81.02 81.02 81.02 81.02 81.02 81.02
Winbook FX P150-SN#JT158 90.17 90.17 90.17 90.17 90.17 90.17 90.17
Peak Comp Svcs-P166 Bare 14.38 14.38 14.38 14.38 14.38 14.38 14.38
Peak Comp Svcs-P166 Bare 12.23 12.23 12.23 12.23 12.23 12.23 12.23
Winbook Computer Corp. 136.50 136.50 136.50 136.50 136.50 136.50 136.50
Gateway-3 GP6 300 Systems 303.17 303.17 303.17 303.17 303.17 303.17 303.17
Staples/NSSS999-12936 69007 164.70 164.70 164.70 164.70 164.70 164.70 164.70
Gateway-GP6 300 System 94.36 94.36 94.36 94.36 94.36 94.36 94.36
Gateway-GP6 300 System 91.86 91.86 91.86 91.86 91.86 91.86 91.86
Gateway-GP6 300 Dual Prem/ 148.36 148.36 148.36 148.36 148.36 148.36 148.36
Monthly Total 1,530.54 1,530.54 1,530.54 1,530.54 1,530.54 1,530.54 1,530.54
Furniture/Fixtures Wrap-1997
200-5100 Deprec. Exp. F/F Wrap
200-1505 Accum Dep F/F Wrap
Lamination Machine-Advance
Wood Superior-Wrap Tradin
X. Xxxxxxxx
12 Files
3 Chairs
X. Xxxxxxxx Lateral File 56.84 56.84 56.84 56.84 56.84 56.84 56.84
Monthly Total 56.84 56.84 56.84 56.84 56.84 56.84 56.84
Computer Software-Wrap
200-5101
200-1517
The McGrell Group 325.56 325.56 325.56 325.56 325.56 325.56 325.56
The McGrell Group-Hrs Progr 307.23 307.23 307.23 307.23 307.23 307.23 307.23
The McGrell Group-US Robot 54.37 54.37 54.37 54.37 54.37 54.37 54.37
Month Total 687.16 687.16 687.16 687.16 687.16 687.16 687.16
SMH/Deprec98/WRAP/6/11/98
Schedule of Contracts - Annual Obligation more than $12,000
Compustat
Autex
Baseline
Bloomberg
Computer Direction Advisors
Dow Xxxxx
First Call
ILX
Plexus
IBES
Northfield
Research Direct
Telerate
Capital Mgmt Science
ADP -Proxy edge
Global Investment Manager
BBN Corp
Xxxxxxx
Informix
Independence Blue Cross
US Healthcare
Educators Mutual Life
Trans-General Life Ins
Security APL
Ricoh
Radnor Center Assoc
1838 INVESTMENT ADVISORS L.P.
-----------------------------
The following policies are handled through our Broker:
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx Companies
000 X. Xxxxxxxxxx Xxxx Xxxxx 000
Xxxxx, XX 00000-0000
(000 000-0000
Independence Blue Cross/Blue Shield Policy No. A29133D
Personal Choice Plan
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xx 00000-0000
(000)000-0000
(000)000-0000
Aetna/U.S. Healthcare Policy No. 009231-0001
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx, XX 00000
(000)000-0000
Educator Mutual Life Insurance Policy No. 5292
000 X. Xxxxxx Xxxxxx
X.X. Xxx 00000
Xxxxxxxxx, Xx 00000-0000
(000)000-0000
(This policy is for $10,000 of life insurance on each employee as well as dental
insurance).
TransGeneral Life Insurance Company Policy No. 906196
0 Xxxxxxxxxx Xxxxx 00xx Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(000)000-0000
This policy is for balance of life insurance as well as Long Term disability.
1838 INVESTMENT ADVISORS L.P.
-----------------------------
The following policies are handled through our Broker:
Xxxxxxx Xxxx
Xxxxxxx & Associates
Xxx Xxxxx Xxxxxx - 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
(000)000-0000
Investment Advisor ERISA Insurance Company: Hartford
Policy: CBBLC5252
Asset Protection Bond Company: Chubb
Policy: 81247712-H
ERISA Bond Insurance Company: Chubb
Policy: 81470586-A
Errors & Omission Company: Chubb
Policy: 7022-72-61 (B)
Property/General Liability Company: Chubb
Policies: Various
Workers' Compensation Company: Chubb
Policy: (00)000-00-00
--------------------------------------------------------------------------------
PROGRAM OVERVIEW
--------------------------------------------------------------------------------
================================================================================
Policy Effective Date Company Limit Premium
================================================================================
Invest. Advisor ERISA 3/7/97-07/20/98 Hartford $26,950,000 $16,122
--------------------------------------------------------------------------------
Asset Protection Bond 7/20/97-7/20/98 Chubb $ 600,000 $ 3,050
--------------------------------------------------------------------------------
Property 7/20/97-7/20/98 Chubb Various $ 5,346
--------------------------------------------------------------------------------
General Liability 7/20/97-7/20/98 Chubb $ 1,000,000 Include. Above
--------------------------------------------------------------------------------
Non-Owned Auto 7/20/97-7/20/98 Chubb $ 1,000,000 $ 280
--------------------------------------------------------------------------------
Wokers' Compensation 7/20/97-7/20/98 Chubb Statutory $ 7,917
--------------------------------------------------------------------------------
Umbrella Liability 7/20/97-7/20/98 Chubb $ 5,000,000 $ 3,145
--------------------------------------------------------------------------------
ERISA Bond 7/20/97-7/20/98 Chubb $ 600,000 $ 540
--------------------------------------------------------------------------------
Professional Liability 9/1/97-7/20/98 Chubb $ 1,000,000 $17,146
--------------------------------------------------------------------------------
Surety Bonds
Oregon 10/22/97-98 Chubb $ 10,000 $ 100
South Carolina 06/17/97-09 Chubb $ 10,000 98
South Carolina 10/20/97-98 Chubb $ 50,000 $ 000
Xxx Xxxxxxxxx 08/27/97-98 Chubb $ 25,000 $ 238
Hawaii 06/16/97-98 Chubb $ 50,000 $ 500
Alaska 10/12/97-98 Chubb $ 5,000 $ 50
North Dakota 10/12/97-98 Chubb $ 25,000 $ 250
Massachusetts 01/30/97-98 Chubb $ 10,000 $ 143
Idaho 10/12/97-98 Chubb $ 25,000 $ 238
Totals $ 210,000 $ 2,105
--------------------------------------------------------------------------------
Risk Management Fee 7/20/97-98 Xxxxxxx $ 7,500
--------------------------------------------------------------------------------
Total cost $63,151
================================================================================
XXXXXXX & ASSOCIATES
--------------------------------------------------------------------------------
EMPLOYEE BENEFITS
Medical Insurance
Dental Insurance
Life Insurance
Short Term Disability
Long Term Disabiltiy
401 (k) Plan } 1838 Investment Advisors L.P. Employees Savings Plan
Profit Sharing Plan }
Vacation Package
Personal Days
Paid Holidays
Sick Days
Maternity Leave
Family and Medical Leave Act
Tuition Reimbursement
1838 Investment Advisors, L.P.
A/R Analysis
6/27/98 8/18/98 MGR Custodian
------- ------- -----------
Total A/R O/S over 60 days 182,250.00 51,827.06
Fred's Accounts LOA's Expired
Xxxxxxx, Xxxxx 914.93 914.83 6/15 faxed to X. Xxxxxxxxxx
Xxxxxxx, Xxxxx TUD 1,892.48 1,892.48 6/15 faxed to X. Xxxxxxxxxx
Xxxxxxx Xxxxxxx 2,992.38 ML
Murthra, Xxxx 559.29 XX
Xxxxxxxxx, Moriale 5,578.05 XX
Xxxxxxxx, Xxxx 5,285.28 XX
Xxxxxxx, Xxxxxxx 4,772.01 XX
Xxxx, Xxxx 6,010.60 DUMMY (ML)
Xxxxxx, MacDonald 419.82 ML
X'Xxxxx, Xxxx 7,238.23 7,283.23 waiting for lo XX
Xxxxxx, xxxx 3,407.57 XX
Xxxx, Xxxxx 3,757.67 ML
All waiting for new LOA's
Xxxx Xxxxx 3,234.54
Xxxxxxxxx Xxxxx 857.76 857.76 waiting for loa
Xxxxx Xxxxx 916.19 916.19 waiting for loa
Xxxxx Xxxxxxxx 1,454.59
--------- -----------
Total Xxxx 49,291.59 11,819.59
--------- -----------
Other 2nd Notices Given
NY Eye & Ear 3rd Note 4,837.01 4,837l.01 Xxxx S
Good Samaritan 9,636.04 7,380.73 5/12 rerouted to client: was billed to SB
- 6/18 per ICAH - ck in mail 6/15
5/12 rerouted to client; was billed to SB
Xxxxxx Xxxxxx ("Check is in the mail.") 7,047.27 7,047.27 6/11 Reduced rate; mailed 5th letter.
Xxxxxxx School (waiting for LOA) 7,335.37 PJM ML
PPD 6,896.55
Wm. & Xxxxxx Xxxxxx 973.05 6/16 Rerouted to broker
Advest 776.58 776.58 6/6 Faxed to Xxx Xxxxxxx (new contract)
Xxxxx, Xxxxx 576.44 SSC
Chestnut Hill Academy 8,093.68 8,093.68 6/12 Faxed to SB; per Xxxx X'Xxxxx SB will pay
Xxxx Xxxxxxxx 224.63 224.63 6/8 Left message; no reply
Xxxxxxx Xxxxxxxxx 939.73 939.73 BTB 6/15 Xxxx Xxxxxx @ Paragon Advisors
said cannot be paid th
Graduate Cardrothoracic (rerouted to broker) 5,207.17 2,541.98
Xxxxx, Xxxxxx 19,358.50 JJM
Miami Children's a/c's 27,524.74 MZM,RLM
Xxxx Xxxxx 734.46
Xxxxx Xxxxxx (ck returned; no signature) 5,077.99 JJM
Xxxxxxxx Xxxxxxxxxx 988.76 988.76 BTB 6/15 2nd letter mailed
ROBOR 1,500.00 1,500.00 HV
Xxxxxx Xxxxxxx 2,368.02 2,368.02 GWG,BLK 6/12 2nd letter mailed to Corestates
Xxxxx Schullst 4,455.97 PMI
SB Wrap reversed closed a/c's $1,351.36 2,476.70
Vandergast 164.80 6/12 Rerouted to Mellon Bank
Xxxxxx Xxxx FBO Kettering 439.03 6/16 Rerouted to X X Xxxx & Assoc
Bridgeport Radiology 521.51 6/12 per Xxxx X'Xxxxx SB will send ck
Vector Security (closed; per Xxx reverse invoice) 1,281.02 1,281.02 Assets held temporarily for one mo.
NY Eye & Ear Infirmary Pension 2 6,349.75 MGB
Univ. Surgical Grp. 938.70 938.70
Misc 8,124.63
----------- -----------
Action taken on this total 98,997.48 41,016.50
=========== ===========
====================================================================================================================================
1838 Investment Advisors L.P.
====================================================================================================================================
ACCOUNTS RECEIVABLE AGED INVOICE REPORT
Only Invoices 60 Days Past Due - AGED AS OF: 06/18/98
------------------------------------------------------------------------------------------------------------------------------------
INVOICE DISCOUNT DISCOUNT DAYS
RATE INVOICE NO DUE DATE DUE DATE AMOUNT BALANCE CURRENT 30 DAYS 60 DAYS 90 DAYS 120 DAYS DELQ
---- ---------- -------- -------- -------- -------- ------- ------- ------- ------- -------- ----
ADV Advest, Inc. CONTACT PHONE CREDIT LMT: .00
0/31/98 0000083 - IN 01/31/98 .00 776.58 776.58 138
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER ADV TOTALS: .00 776.58 .00 .00 .00 .00 776.58
ISC Xxxxxxx Small Cap CONTACT PHONE CREDIT LMT: .00
3/27/98 94A - IN 03/27/98 .00 0.30 .30 83
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER BSC TOTALS: .00 0.30 .00 .00 .30 .00 .00
34564 CHESTNUT HILL ACADEMY CONTACT PHONE CREDIT LMT: .00
1/31/98 0002819 - IN 01/31/98 .00 8,093.68 8,093.68 138
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0034564 TOTALS: .00 8,093.68 .00 .00 .00 .00 8,093.68
90970 XXXXXXX, XXXXX X. T/V/D 11/20 CONTACT PHONE CREDIT LMT: .00
2/28/98 0002885 - IN 02/28/98 .00 914.93 914.93 110
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0090970 TOTALS: .00 914.93 .00 .00 .00 914.93 .00
297966 XXXXXXX, XXXXX X. CONTACT PHONE CREDIT LMT: .00
2/28/98 002916 - IN 02/28/98 .00 1,892.48 1,892.48 110
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0097966 TOTALS: .00 1,892.48 .00 .00 .00 1,892.48 .00
XXXX Xxxx, Xxxxxxxx CONTACT PHONE CREDIT LMT: .00
1/31/98 0000089 - IN 01/31/98 .00 224.63 224.63 138
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER DAIN TOTALS: .00 224.63 .00 .00 .00 .00 224.63
91225 XXXXX, XXXXXXXXX A TRUST CONTACT PHONE CREDIT LMT: .00
1/31/98 00002747 - IN 01/31/98 .00 857.76 857.76 138
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0091225 TOTALS: .00 857.76 .00 .00 .00 .00 857.76
91223 XXXXX, XXXXX TRUST CONTACT PHONE CREDIT LMT: .00
015 0002740 - IN 01/31/98 .00 916.19 916.19 138
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0091223 TOTALS: .00 916.19 .00 .00 .00 .00 916.19
13883 Good Samaritan Charitable Trst CONTACT PHONE CREDIT LMT: .00
11/31/98 0002311 - IN 01/31/98 .00 7,380.73 7,380.73 138
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0013883 TOTALS: .00 7,380.73 .00 .00 .00 .00 7,380.73
13307 GRADUATE C #2 CONTACT PHONE CREDIT LMT: .00
12/25/98 0001736 - IN 02/25/98 .00 1,661.09 1,661.09 113
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0013307 TOTALS: .00 1,661.09 .00 .00 .00 1,661.09 .00
13305 Graduate Cardrothoracic Assoc. CONTACT PHONE CREDIT LMT: .00
12/25/98 0001735 - IN 02/25/98 .00 880.89 880.89 113
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0013305 TOTALS: .00 880.89 .00 .00 .00 880.89 .00
13306 XXXXXXX, XX X. & XXXXX X. CONTACT PHONE CREDIT LMT: .00
12/25/98 0002860 - IN 02/28/98 .00 1,011.31 1,011.31 110
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0021476 TOTALS: .00 1,011.31 .00 .00 .00 1,011.31 .00
94476 XXXXXXX, XXXXXXX X. CONTACT PHONE CREDIT LMT: .00
2/9/98 2279A - PP 02/09/98 .00 1,496.30 1,496.30
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0094476 TOTALS: .00 1,496.30 .00 .00 .00 .00 1,496.30
77030 XXXXXXX, XXXXXXX X. XXX CONTACT PHONE CREDIT LMT: .00
3/17/98 0002911 - PP 03/17/98 .00 16.15- 16.15-
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0097030 TOTALS: .00 16.15- .00 .00 .00 16.15- .00
10188 XXXXXX, W. & XXXXXX CONTACT PHONE CREDIT LMT: .00
2/28/98 0002847 - IN 02/28/98 .00 973.05 973.05 110
------- -------- ---- ----- --------- ---------- ------------ ---
CUSTOMER 0010188 TOTALS: .00 973.05 .00 .00 .00 973.05 .00
--------------------------------------------------------------------------------
System Date: 06/17/98 / 12:25pm Page: 1
Duplication Date: 06/18/98 User: SMH / Xxxxx Huffington
====================================================================================================================================
1838 Investment Advisors L.P.
====================================================================================================================================
ACCOUNTS RECEIVABLE AGED INVOICE REPORT
Only Invoices 60 Days Past Due - AGED AS OF: 06/18/98
------------------------------------------------------------------------------------------------------------------------------------
INVOICE DISCOUNT DISCOUNT DAYS
RATE INVOICE NO DUE DATE DUE DATE AMOUNT BALANCE CURRENT 30 DAYS 60 DAYS 90 DAYS 120 DAYS DELQ
---- ---------- -------- -------- -------- -------- ------- ------- ------- ------- -------- ----
81504 Xxxxxxx X. Xxxxxxxxx CONTACT: Xxxx Xxxxxx PHONE CREDIT LMT: .00
3/31/98 0003012 - IN 03/31/98 .00 939.73 939.73 79
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0081504 TOTALS: .00 939.73 .00 .00 939.73 .00 .00
18600 XXXX, XXXX AND XXXX TTEE XXXX CONTACT PHONE CREDIT LMT: .00
3/26/98 94A - IN 03/26/98 .00 1,501.03- 1,501.03-
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0018600 TOTALS: .00 1,501.03- .00 .00 1,501.03- .00 .00
10177 XXXXXXX, XXXXXX X. CONTACT PHONE CREDIT LMT: .00
12/28/98 0002819 - IN 02/28/98 .00 792.84 792.84 110
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0010177 TOTALS: .00 792.84 .00 .00 .00 792.84 .00
50045 XXXXXX, XXXXXX CONTACT PHONE CREDIT LMT: .00
7/31/97 0002885 - IN 07/31/97 .00 1,633.35 1,633.35 322
10/31/97 0001911 - IN 10/31/97 .00 1,648.59 1,648.50 230
1/31/98 002606 - IN 01/31/98 .00 1,660.70 1,660.70 138
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0050045 TOTALS: .00 4,942.64 .00 .00 .00 .00 4,942.64
50050 XXXXXX, XXXXXX XX. TTEE GEN S CONTACT PHONE CREDIT LMT: .00
7/31/97 0002916 - IN 07/31/97 .00 680.10 680.10 322
10/31/97 0001915 - IN 10/31/97 .00 674.78 674.78 230
1/31/98 0002610 - IN 01/31/98 .00 749.75 749.75 138
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0050050 TOTALS: .00 2,104.63 .00 .00 .00 .00 2,104.63
19269 XXXXXXXXXX, XXXXXXXX XXX ROLL CONTACT PHONE CREDIT LMT: .00
1/31/98 24478 - IN 01/31/98 .00 988.76 988.76 138
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 19269 TOTALS: .00 988.76 .00 .00 .00 .00 988.76
27615 NY Eye & Ear Infirmary-Perm Ed CONTACT PHONE CREDIT LMT: .00
1/31/97 00000130 - IN 01/31/97 .00 3,732.71 3,732.71 503
1/31/97 0000441 01/31/97 .00 1,104.30 1,104.30 503
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0027615 TOTALS: .00 4,837.01 .00 .00 .00 .00 4,837.01
93770 X'XXXXX, X. XXXX CONTACT PHONE CREDIT LMT: .00
03/31/98 0002990 - IN 03/31/98 .00 7,238.23 7,283.23 79
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 93770 TOTALS: .00 7,238.23 .00 .00 7,283.23 .00 .00
70496 XXXXXXX, XXXXXX CONTACT PHONE CREDIT LMT: .00
1/31/98 0002392 - IN 01/31/98 .00 779.10 779.10 138
2/28/98 0002849 - IN 02/28/98 .00 1,588.92 1,588.92 .00 110
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0070496 TOTALS: .00 2,368.02 .00 .00 .00 1,588.92 779.10
BOR ROBOR CONTACT PHONE CREDIT LMT: .00
1/31/98 IQ98 - IN 03/31/98 .00 1,500.00 1,500.00 79
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER ROBOR TOTALS: .00 1,500.00 .00 .00 1,500.00 .00 .00
W Xxxxx Xxxxxx Wrap CONTACT PHONE CREDIT LMT: .00
1/31/98 000086 - IN 01/31/98 .00 603.83 603.83 138
1/31/98 0002847 - IN 01/31/98 .00 521.51 521.51 138
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER SBW TOTALS: .00 1,125.34 .00 .00 .00 .00 1,125.34
87953 UNIVERSITY SURGICAL GRP OF CIN CONTACT PHONE CREDIT LMT: .00
3/26/98 0002884 - IN 03/26/98 .00 938.70 938.70 84
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0087953 TOTALS: .00 938.70 .00 .00 938.70 .00 .00
10576 VECTOR SECURITY CONTACT PHONE CREDIT LMT: .00
1/31/98 0002393 - IN 01/31/98 .00 1,281.02 1,281.02 138
-------- --------- ---- ----- --- -------- ---------- --------- ----
CUSTOMER 0010576 TOTALS: .00 1,281.02 .00 .00 00 .00 1,281.02
-------- --------- ---- ----- --- -------- ---------- --------- ----
REPORT TOTALS: .00 51,627.06 .00 .00 9,115.93 9,699.36 32,811.77
NUMBER OF CUSTOMERS: 28
======== ========= ==== ===== === ======== ========== ========= ====
--------------------------------------------------------------------------------
System Date: 06/17/98 / 12:25pm Page: 1
Duplication Date: 06/18/98 User: SMH / Xxxxx Huffington
1838 Institutional Accounts by Market Value 08-Jun-98 Page 1
3/31/98 Market Value Client ID Client Name Manager
289,249,071.95 60005 PENNSYLVANIA MEDICA XXXX XXXXXXXXX
272,483,609.20 00002 PECO ENERGY COMPANY XXX XXXXXXX
161,584,565.47 00010 SEI FINANCIAL CORP XX XXXXXX
143,445,351.53 93313 PHILADELPHIA CONTRIB XXX XXXXXXX
138,014,996.42 35606 TEAMSTERS LOCAL 282 P PJM-Block Accounts
85,457,265.51 22900 DREXEL UNIVERSITY POO XXXXXX XXXXXXXX
85,285,902.08 06911 NATIONAL BOARD OF ME GWG-Block Accounts
83,450,932.25 97665 1838 BOND-DEBENTURE T XXXX XXXXXXXXX
78,796,560.69 06765 XXXXXX RESIDUARY FUN XXXXXX XXXXXXXX
74,952,595.04 10172 DP AMERICA GROWTH FU XX XXXXXX
64,479,645.69 94856 ROTHSCHILD GUERNSEY JTD-Block Accounts
63,952,501.66 38414 TEAMSTERS LOCAL 830 P PJM-Block Accounts
60,217,734.31 94746 XXXXXXXX SAVINGS BAN PJM-Individuals
59,947,606.01 HM60005 PENNSYLVANIA MEDICA XXXX XXXXXXXXX
59,852,522.80 02101 INDEPENDENCE FOUNDA XXXXXX XXXXXXXX
59,831,813.59 93144 AMERICAN PHILOSOPHIC XXXXXX XXXXXXXX
59,583,502.97 10180 CHRISTIAN BROTHERS IN XX XXXXXX
55,159,645.50 93315 PHILADELPHIA CONTRIB GWG-Block Accounts
54,490,571.55 06497 1838 FIXED INCOME FUND XXXXXX XXXXXX
50,276,248.26 66001 MIAMI CHILDREN'S HOSPI XXXXXX XXXXXX
49,592,202.78 61000 PHYSICIANS LIABILITY IN XXXX XXXXXXXXX
49,535,546.59 23456 EASTON HOSPITAL PENSI JTD-Block Accounts
48,026,863.56 51456 LOCAL 584 PENSION TRUS XXXXXX XXXXXXXX
47,782,888.94 32400 AMERICAN COLLEGE OF GWG-Block Accounts
46,073,919.28 07481 EMPLOYEES RETIREMENT XXXXXX XXXXXX
45,501,448.44 60008 AMERICAN BOARD OF IN GWG-Block Accounts
41,520,013.56 94809 SAN XXXXXXXXX XXXXXX XXXXXX XXXXXXXX
40,795,926.20 94127 BALA PRESBYTERIAN HO XXXXXXX XXXXX
38,763,672.06 28941 ECFMG LONG-TERM FUN PJM-Block Accounts
38,725,092.01 18014 CORE VALUE EQUITY FU XXXXXX XXXXXXXX
38,630,261.48 36607 1838 SMALL CAP EQUITY XX XXXXXX
38,352,543.50 86157 XXXXXXX METALS CO PJM-Block Accounts
35,721,858.28 23150 XXXXX ELECTRONICS, IN JTD-Block Accounts
35,067,090.76 41113 JOINT PLUMBING INDUST MFB-Block Accounts
31,761,493.19 16150 PHYSICIANS PLUS MEDIC XX XXXXXX-XXXXX B
30,991,812.50 10196 GIST-BROCADES XXXXXX XXXXXXXX
30,762,416.67 60005EQ PENNSYLVANIA MEDICA XXXXXX XXXXXXXX
30,496,450.39 00011 SEI SMALL CAP FUND XX XXXXXX
30,186,529.47 00003 PECO ENERGY COMPANY XXX XXXXXXX
30,122,264.57 00000 XXXX XXXXXX XXXX CEME GWG-Block Accounts
1838 Institutional Accounts by Market Value 08-Jun-98 Page 2
3/31/98 Market Value Client ID Client Name Manager
29,654,505.82 09750 THE BHUTAN TRUST FUN XXXXXX XXXXXXXX
27,851,742.83 18034 FRIENDS HOSPITAL PENSI GWG-Block Accounts
27,537,881.47 68406 CITY OF AURORA, ILLINO XXXXXX XXXXXX
27,343,277.68 10175 CINCINNATI XXXX - 1838 I XX XXXXXX
25,482,662.08 10020 PROVIDENT MUTUAL DIV XX XXXXXX
25,106,275.62 60006 INDEPENDENCE SEAPORT GWG-Block Accounts
24,610,162.55 09630 INTERNATIONAL UNION PJM-Block Accounts
24,470,640.34 06995 INDEPENDENCE BLUE CR XXXXXX XXXXXXXX
23,230,034.38 33333 KENDAL-CROSSLANDS C XXXXXX XXXXXXXX
23,166.785.93 36016 VICTAULIC COMPANY OF JTD-Block Accounts
22,141,008.37 95031 XXXXXX CONTRIBUTORY MFB-Block Accounts
22,010,163.88 25707 COPIC INSURANCE COMP XXXX XXXXXXXXX
20,697,067.59 11192 EMPLOYEES RETIREMENT XXXXXX XXXXXXXX
20,528,098.75 50000 TEAMSTERS LOCAL #500- MFB-Block Accounts
20,408,604.58 84330 SERVICE EMPLOYEES LO XX XXXXXX
20,397,775.71 40100 XXXXXXX RETIREMENT P XX XXXXXX-XXXXXXX
20,275,592.98 01020 HMS SCHOOL GWG-Block Accounts
19,693,766.59 02103 INDEPENDENCE FOUNDA GWG Short Term of Fixe
19,539,693.38 94984 TOWN OF BRAINTREE RE MFB-Block Accounts
18,967,167.67 29051 ASPLUNDH TREE EXPERT XXXXXX XXXXXX
18,840,157.61 94798 XXXX X. XXXXX TRUSTREE GWG Individual / Directe
18,561,470.00 07990 ANALYTIC SERVICE INC GWG-Block Accounts
17,736,899.72 63901 HEALTH SCIENCES FOUN XXXXXX XXXXXXXX
17,029,648.85 51292 STICHTING PENSIOENFON HANS van den XXXX
16,574,621.06 00008 AMPEX RETIREMENT MA XXX XXXXX
16,090,015.19 17700 NECA-IBEW LOCAL 177 P XXXXXX XXXXXXXX
16,083,093.39 20201 NATIONAL MANUFACTUR XXXXXX XXXXXXXX
15,806,529.81 38560 PENNSYLVANIA MEDICA JTD-Block Accounts
15,615,806.51 20050 XXXXXX SMALL CAPITAL XX XXXXXX
15,501,062.76 27678 THE NEW YORK EYE AND XXXXXX XXXXXXXX
15,024,053.30 94723 SILO INC PENSION FUND XXXXXX XXXXXXXX
14,817,287.53 15002 ALPAHARMA INC. MFB-Block Accounts
14,701,566.73 60009 AMERICAN BOARD OF IN XXXXXX XXXXXX
14,100,742.37 93879 XXXXXXX X. XXXX T/U/W A XXXX XXXXXXXX
13,880,198.75 95055 LITTLE LEAGUE BASEBAL GWG-Block Accounts
13,142,988.53 08660 AMERICAN PUBLIC XXXX JTD-Block Accounts
12,387,122.95 94371 TEXTILE PROCESSORS, SE PJM-Block Accounts
12,043,622.01 05401 DELAWARE COMMUNITY XXXXXX XXXXX
11,987,676.81 98009 CITY OF BETHLEHEM XXXXXX XXXXXXXX
11,603,824.68 00000 XXXXXXXXXX INSURAN XXXX XXXXXXXXX
1838 Institutional Accounts by Market Value 08-Jun-98 Page 3
3/31/98 Market Value Client ID Client Name Manager
11,367,647.16 36622 XXXXXXXXX FUND - 1838 I XX XXXXXX-XXXXX B
11,245,371.40 00000 XXXXX X XXXXXXX FOUND GWG-Block Accounts
11,196,449.31 89311 TORRANCE MEMORIAL M XX XXXXXX-XXXXX B
10,952,149.50 29379 HORIZON HEALTH SYSTE XXXXXX XXXXXXXX
10,501,416.80 00000 XXXXXXXXX XXXX ASSOC JTD-Block Accounts
10,374,731.98 70941 DATRON INC RETIREMEN JTD-Block Accounts
10,348,929.52 96240 METHODIST HOSPITAL DI XXXXXX XXXXXX
10,308,158.21 94366 BRUNSCHWIG & FILS INC JTD-Block Accounts
10,167,337.83 32300 AMERICAN COLLEGE OF GWG-Block Accounts
10,124,424.15 47756 PROVIDENT MUTUAL CO XXXXXX XXXXXXXX
9,767,448.14 25802 XXXXX PROVIDENT TRUS XXX XXXXXXX
9,661,076.76 19000 XXXX X. XXXXXX MEMOR MFB-Block Accounts
8,895,625.78 53062 BENILDE RELIGIOUS & CH XX XXXXXX
8,538,776.03 29053 ASPLUNDH TREE EXPERT XXX XXXXXXX
8,510,859.93 06912 NBME RESEARCH FUND GWG-Block Accounts
8,414,807.09 82227 CHESTNUT HILL HOSPITA XXXXXX XXXXXX
8,106,121.15 22564 PINE MANOR COLLEGE GWG-Block Accounts
8,069,247.69 24326 AMERICAN BOARD OF SU GWG-Block Accounts
7,806,658.50 94367 BRUNSCHWIG & FILS INC JTD-Block Accounts
7,800,767.49 00000 XXXXXX XXX OF DADE C XXXXXX XXXXXXXX
7,743,347.94 00000 XXXXXXX XXXX CORPORA XXXXXX XXXXX
7,711,620.45 26701 COPIC TRUST XXXX XXXXXXXXX
7,704,904.22 14093 CATHOLIC FOUNDATION PRUDENTIAL WRAP-P
7,603,697.26 13883 GOOD SAMARITAN CHARI XX XXXXXX-XXXXX B
7,297,369.23 95054 LITTLE LEAGUE FOUNDA GWG-Block Accounts
7,244,502.82 47243 THE COMMON FUND GEN XXXXXX XXXXXXXX
6,972,340.22 01893 BINSWANGER CORP PROF GWG-Block Accounts
6,859,121.35 93352 ESTATE OF XXXXXXX LIE XXX XXXXXXX
6,768,575.96 32200 AMERICAN COLLEGE OF XXXXXX XXXXXXXX
6,615,844.03 02690 SUPERIOR GROUP, INC. M PJM-Special Equity
6,555,140.73 30586 NEW YORK EYE & EAR IN XXXXXX XXXXXXXX
6,447,461.35 15252 STOCKTON XXXX XXXXXX PJM-Block Accounts
6,402,805.68 93314 PHILADEPHIA CONTRIB GWG-Block Accounts
6,395,377.30 00000 XXXXXX X XXXX, XX. XX XX XXXXXX
6,196,221.25 49142 BENEFICIAL MUTUAL SA MFB-Block Accounts
6,124,542.46 13388 GROUP HEALTH PLAN INC XXXXXX XXXXXXXX
6,052,595.96 12400 NAVISTAR RETIREE SUPP XX XXXXXX-XXXXX B
5,979,212.28 34576 MEDICAL MALPRACTICE I XX XXXXXX
5,908,287.08 56053 KENDAL AT HANOVER IN XXXXXX XXXXXXXX
5,871,179.68 92381 XXXXXXX XXXXX AND H. XXXX XXXXXXXX
1838 Institutional Accounts by Market Value 08-Jun-98 Page 4
3/31/98 Market Value Client ID Client Name Manager
5,844,706.18 93366 XXXXXXX SCHOOL INVES PJM-Block Accounts
5,844,688.42 94803 XXXXXX XXXXX, XX. TRUS GWG Individual / Directe
5,583,215.18 35010 XXXXX AND XXXXXXX RO GWG-Block Accounts
5,574,817.05 81052 THE EPISCOPAL ACADEM GWG-Block Accounts
5,535,101.64 94799 XXXXXX XXXXX, XX TRUS GWG Individual / Directe
5,146,527.13 30967 KENDAL AT OBERLIN-OP MFB-Block Accounts
5,141,816.76 00000 XXXXXX XXXXXXX XXXXX XXXXXX XX W
5,058,653.76 92378 T/U/W OF X.X. XXXXX FOR XXXX XXXXXXXX
4,980,443.55 08865 XXXXXX PENSION PLAN JTD-Block Accounts
4,849,668.56 05820 PHILADELPHIA CITY INST MFB-Block Accounts
4,730,330.61 35070 COMMONWEALTH TRANS XXXXXX XXXXXXXX
4,524,182.42 92377 T/U/D 12/7/64 OF XXXXXX XXXX XXXXXXXX
4,407,150.42 34619 TANRIDGE LIMITED HANS van den XXXX
4,404,800.61 11513 XXXXXX COUNTY DISTRI XXXXXX XXXXXXXX
4,397,626.16 34564 CHESTNUT HILL ACADEM XXXXXX XXXXXXXX
4,383,798.11 06910 NATIONAL BOARD OF ME GWG Short Term or Fixe
4,344,310.21 50067 THE UNION LEAGUE OF P XXX XXXXX
4,178,008.60 38499 PENNSYLVANIA MEDICA JTD-Block Accounts
4,093,625.32 10291 MEESPIERSON UMBRELLA XXXXXX XXXXXXXX
4,064,056.68 04048 SOCIETY CATHOLIC MEDI PJM-Block Accounts
4,027,954.45 13001 COMMUNICATIONS WOR MFB-Block Accounts
3,952,670.24 95048 XXXXX X. X. XXXXXXXX T XXXXXX XXXXX
3,866,709.39 94293 RESIDUARY TRUST UNDE XXX XXXXXXX
3,827,673.75 08900 AMERICAN COLLEGE OF JTD-Block Accounts
3,656,933.92 27615 NEW YORK EYE & EAR IN XXXXXX XXXXXXXX
3,592,382.66 14580 UPLAND COUNTRY DAY S MFB-Block Accounts
3,429,767.81 92232 XXXXXXXXXX FOUNDATIO XXXX XXXXXXXX
3,415,124.04 38500 PENNSYLVANIA MEDICA JTD-Block Accounts
3,150,819.92 02383 XXXXXXX XXXXXXXXXX XXXX XXXXXX XXXXX
3,136,660.81 00000 XXXXXXX X. XXXXXXXX, XXXX XXXXXXXX
3,117,514.62 93511 T/U/D 12/2/68 FOR EMMALI XXXX XXXXXXXX
2,990,557.53 50053 TRUSTEE UA DTD 08/22/75 XXX XXXXXXX
2,982,810.77 11363 POTTSTOWN MEDICAL SP XXXXXX XXXXX
2,896,449.85 47757 UPPER XXXXX POLICE SM GWG Individual / Directe
2,857,879.41 49106 ACOUSTICAL SOCIETY OF XXXXXX XXXXX
2,778,865.70 13000 COMMUNICATIONS WOR MFB-Block Accounts
2,770,871.79 10022 XXXXXX X. XXXX REVOCA SMALL CAP QUASI W
2,767,082.49 08949 AMERICAN COLLEGE OF JTD-Block Accounts
2,749,592.83 43729 XXXXXXX XXXXXXXX COR XXXXXX XXXXX
2,705,842.68 78012 KENDAL@HANOVER-NE XXXXXXX XXXXXX
1838 Institutional Accounts by Market Value 08-Jun-98 Page 5
3/31/98 Market Value Client ID Client Name Manager
2,698,878.19 92237 T/U/D XXXXXXX X. DITM XXXX XXXXXXXX
2,689,956.76 11380 POTTSTOWN MEDICAL SP XXXXXX XXXXX
2,669,932.06 94687 T/U/D DATED 2/15/66 FOR XXX XXXXXXX
2,665,009.00 04035 KONO FOUNDATION XXXX XXXXXXXX
2,618,491.36 92597 CHESTNUT HILL HOSPITA MFB-Block Accounts
2,596,894.13 93519 T/U/D 10/1/68 XXXXXX X. GO XXXX XXXXXXX
2,576,613.86 03638 XXXXX X XXXXXXXXX XX XXXX XXXXXXX
2,455,951.27 06485 MILK INDUSTRY OFFICE P XXX XXXXXXX
2,405,440.43 16667 EATMOR MARKETS EMPL XXXXXX XXXXX
2,361,102.40 20958 NEW YORK EYE AND EAR XXXXX X XXXXXX
2,310,034.78 00000 XXXXX X. XXXX FOUNDAT MFB-Block Accounts
2,281,436.69 00000 XXXXXXXXXX CORP MON GWG-Block Accounts
2,257,547.12 14412 DADE COMMUNITY FOUN XXXXX X XXXXXX
2,246,000.64 00000 XXXXXX XXX OF DADE C JTD-Block Accounts
2,215,331.28 64802 1838 401K EQUITY XXXXXX XXXXXXXX
2,158,206.14 94533 RESIDUARY TRUST U/W F XXX XXXXXXX
2,143,087,16 00000 XXXXXXXX XXXXX XX XX JTD-Block Accounts
2,142,918.25 06551 RADNOR TOWNSHIP POLI XXXXX X XXXXXX
2,088,419.73 08662 AMERICAN PUBLIC XXXX XXX XXXXX
2,081,761.79 02101MU INDEPENDENCE FOUNDA GWG Individual / Directe
1,981,186.68 66003 MIAMI CHILDREN'S HOSPI XXXXXX XXXXXXXX
1,939,710.39 17173 XXXXXXX X. XXXXXXXX GWG Individual / Directe
1,776,336.31 28942 THE COMMISSION FOR FO XXXXXXXX X. XXXXX
1,772,145.47 42992 KENDAL AT HANOVER-W XXXXXX XXXXXXXX
1,738,453.85 47521 BALL FOUNDATION SMALL CAP QUASI W
1,690,167.09 63728 XXXXXX X. XXXXXXXXXX XXXX XXXXXXXX
1,689,653.31 00000 XXXXXXXXXX FOUNDATI GWG-Block Accounts
1,687,879.76 06382 XXXXXXX XXXXXXXXXX XXXX XXXXXX XXXXX
1,686,738.09 72261 XXXXXX X. XXXXXX XX TT SMALL CAP QUASI W
1,560,905.11 80551 XXXXXX X. XXX LIVING T XXXXXX XXXXX
1,551,704.47 67600 TEAMSTERS LOCAL 676 A XXXXXXX XXXXXX
1,521,249.74 00000 XXXXX X XXXXXX XXXX X XXX XXXXXXX
1,505,779.46 97468 T/U/W XXXX X. XXXX F/B/ XXXX XXXXXXXX
1,486,977.61 45052 XXXXXXXX X. XXXXXXX TR XXXX XXXXXXXX
1,483,605.58 04140 XXXXXXX X. XXXXXXX ME XXXXX X XXXXXX
1,442,369.47 10227 XXXXXX'X RUN LIFE CARE PJM-Block Accounts
1,432,647.51 50048 XXXXXXXX X XXXX IRREV XXX XXXXXXX
1,424,862.45 18600 XXXX AND XXXX X. XXXX XXXX XXXXXXXX
1,413,096.74 00000 XXXXXXXXX X. XXXXXXXX XXXX XXXXXXXX
1,390,453.95 97450 T/U/W XXXXXX XXXX F/B/ XXXX XXXXXXXX
1838 Institutional Accounts by Market Value 08-Jun-98 Page 5
3/31/98 Market Value Client ID Client Name Manager
1,386,747.60 00000 XXXXXXXX FOUNDATION XXXXXX XXXXXX
1,369,147.89 66589 PALISANDER FINANCE & XXXXXX XXXXX
1,363,176.88 97788 H. XXXXX XXXXX III & JOH XXXX XXXXXXXX
1,348,357.46 58700 TRUST U/W OF XXXXX X. F XXXXXX XXXXX
1,335,635.39 89265 XXXXXX & XXXXXX XXXX XXXXXX XXXXX
1,335,625.41 93292 TRUST UNDER WILL FOR XXXX XXXXXXXX
1,327,154.47 18559 XX XXXXX INVESTMENTS, TAX SMART - GROUP
1,317,595.28 50050 XXXXXX X XXXXXX XX TT XXX XXXXXXX
1,301,832.16 93406 XXXXX X XXXXXXXXX AN XXX XXXXXXX
1,269,356.51 10150 XXXXXXX VAN XXXX CLA XXXX XXXXXXXX
1,263,894.46 50052 TRUSTEE US DTD 08/22/75 XXX XXXXXXX
1,256,970.88 50069 THE UNION LEAGUE OF P XXX XXXXX
1,247,025.94 30959 KENDAL AT OBERLIN-OP XXXXXX XXXXXXXX
1,236,892.69 93244 T/U/W XXXX XXXXXXX BA XXXX XXXXXXXX
1,235,508.98 08129 1838 I/A SALARIED SAVIN PJM-Special Equity
1,201,297.55 94918 XXXX XXXXXX & MONROE XXXX XXXXXXXX
1,113,647.89 07333 AMERICAN SOCIETY OF N GWG Short Term of Fixe
1,094,810.57 08726 1838 INVESTMENT ADVIS HANS van den XXXX
1,094,164.01 59639 KENDAL AT HANOVER LI XXXXXX XXXXXXXX
1,069,384.23 40210 XXXXXX XXXXXX FAMILY T XXXXX X XXXXXX
1,050,244.80 06552 RANDNOR TOWNSHIP CIVI XXXXX X XXXXXX
1,023,108.06 59407 KENDAL AT HANOVER-C XXXXX X XXXXXX
980,401.41 25771 XXXXX PROVIDENT TRUS XXX XXXXXXX
943,240.59 44067 CHURCH OF THE EPIPHAN XXXXXX XXXXX
929.663.03 51524 FRANKFORD LEATHER CO XXXXXX XXXXX
902,229.76 90220 XXXXX X. XXXXXXXXX LIVI XXXXXX XXXXX
902,093.95 90212 XXXXXXXXX X. XXXXXXXXX XXXXXX XXXXX
899,490.21 02218 ST. ANDREW'S SOCIETY M XXX XXXXXXX
893,121.46 92412 XXXXXXX XXXXXXXX, FRE XXXX XXXXXXXX
878,255.78 02254 ST. ANDREW'S SOCIETY G XXX XXXXXXX
840,753.76 94672 XXXXX XXXXXXXX MARIT TAX SMART-GROUP
840,229.73 02192 ST. ANDREW'S SOCIETY F XXX XXXXXXX
811,763.59 75003 XXXX X. XXXXX AND EAR XXXX XXXXXXXX
780,488.26 35327 XXXXX XXXXX & XXXXX SN XXXXXX XXXXX
751,624.95 11250 LITTLETON FIRE OLD HIR SMALL CAP QUASI W
727,149.56 94603 TRUST U/D OF XXXXXXX XX XXX XXXXXXX
710,296.72 03633 XXXXXXX X. XXXXXX INSU XXXX XXXXXXXX
691,432.97 40074 XXXXXXXX SURVEYING P/ XXXXXX XXXXX
668,482.39 97966 TRUST UNDER DEED 11/20 XXXX XXXXXXXX
646,202.67 94878 XXXXXXXX XXXXXXX CUS XXXX XXXXXXXX
1838 Institutional Accounts by Market Value 08-Jun-98 Page 7
3/31/98 Market Value Client ID Client Name Manager
637,633.26 02263 ST. ANDREW'S SOCIETY S XXX XXXXXXX
628,187.50 29112 N.A.B.E.T. LOCAL #11 XXXXXX XXXXXX
616,400.65 32057 NEW YORK EYE AND EAR XXXXX X XXXXXX
594,404.76 92391 THE TRUST UNDER DEED XXXX XXXXXXXX
591,900.24 91223 XXXX X. XXXXX, TTEE SAR XXXX XXXXXXXX
585,934.39 10496 XXXXXX X. AND XXXXX X. GWG-Block Accounts
582,703.76 94873 XXXXXXX X. XXXXXXX C XXXX XXXXXXXX
581,713.24 98332 MARTIAL TRUST FOR XXX XXXX XXXXXXXX
579,280.21 81504 XXXXXXX X. XXXXXXXXX XXXXXX XXXXX
561,902.72 94874 XXXXXX X. XXXXXXX CU XXXX XXXXXXXX
558,058.43 91225 XXXX X. XXXXX, TTEE KAT XXXX XXXXXXXX
555,588.03 02209 ST. ANDREW'S SOCIETY M XXX XXXXXXX
548,331.30 20460 XXXXXXX SAVINGS AND XXXXX XXXXXX LC W
500,398.50 84451 U/A DTD 12/27/76 FOR HEL XXXX XXXXXXXX
497,535.08 00000 XX. XXXX'X XXXXXX - XX XXXX XXXXXXXX
497,108.19 04169 XXXXXXX X. XXXXXXX ME XXXXX X XXXXXX
472,242.98 00000 XXXXX X XXXXXXXXX XX XXXX XXXXXXXX
456,626.70 45054 XXXXXXXX X. XXXXXXX SU XXXX XXXXXXXX
455,438.86 38418 TEAMSTERS LOCAL 830 M XXXXXX XXXXXX
431,105.02 84443 XXXXXXXX XXXXX XXXX XXXX XXXXXXXX
429,566.32 84824 PATHOLOGY CONSULTAN XXXXXX XXXXX
411,292.40 50049 KGR FOUNDATION, INC XXX XXXXXXX
407,268.05 14711 XXXX X. XXXXXXXXX TR FRED DITTMANN
396.888.64 84124 ST. MARY'S CHURCH - RE FRED DITTMANN
395,915.98 94607 EDITH M. CARLSMITH TR FRED DITTMANN
378,301.73 98331 FAMILY TRUST FOR ELISE FRED DITTMANN
365,014.16 94911 CAROLINE KRESSLY TRU FRED DITTMANN
327,374.17 30900 KENDAL AT OBERLIN-BO RHONDA MCNAVISH
314,009.19 66002 MIAMI CHILDREN'S HOSPI RHONDA MCNAVISH
299,121.14 83919 U/A DTD 12/19/79 FOR AND FRED DITTMANN
290,129.96 44042 CHURCH OF THE EPIPHAN BERNIE BLAIS
289,460.76 85750 U/A DTD 12/30/89 FOR MO FRED DITTMANN
266,758.76 83952 E.C. STYBERG DEFINED B LOUIS J ROSATO
266,209.43 96247 METHODIST HOSPITAL DI RHONDA MCNAVISH
249,441.83 96243 METHODIST HOSPITAL DI MARCIA ZERCOE
248,670.98 17461 KAELEMAKULE TRUST FRED DITTMANN
242,298.51 84832 PATHOLOGY CONSULTAN BERNIE BLAIS
241,052.25 72004 EARL S. SCOTT TRUST DA FRED DITTMANN
221,137.72 95038 JOAN S. STEELE REVOCA FRED DITTMANN
215,940.76 97135 MARGARET Y K ODA, TRU FRED DITTMANN
1838 Institutional Accounts by Market Value 08-Jun-98 Page 8
3/31/98 Market Value Client ID Client Name Manager
215,802.36 97130 HAROLD T. KURISU, TRUS FRED DITTMANN
215,801.41 97134 GEORGE I. KURISU TRUST FRED DITTMANN
215,791.41 97133 HARUKO K. YOSHINA, TR FRED DITTMANN
215,782.58 97131 ALBERT G. KURISU, TRUS FRED DITTMANN
215,767.80 97132 HATSUKO K. TANAKA TR FRED DITTMANN
202,761.64 01415 CBWC&I PROFIT SHARING FRED DITTMANN
199,684.00 72003 THE ESTATE OF DR. EARL FRED DITTMANN
199,586.48 92990 T/U/D DATED 2/6/59 FOR W JAY MCELROY
197,833.60 50066 THE UNION LEAGUE OF P JOE DOYLE
173,882.65 95037 RICHARD STEELE REVOC FRED DITTMANN
114,314.35 96242 METHODIST HOSPITAL FO RHONDA MCNAVISH
69,836.83 06349 1838 INVESTMENT ADVIS MARCIA ZERCOE
8,572.24 96244 METHODIST HOSPITAL DI RHONDA MCNAVISH
3,231.52 30926 KENDAL AT OBERLIN-CO RHONDA MCNAVISH
02227 ST. ANDREW'S SOCIETY JAY MCELROY
07368 RIVERSIDE MEDICAL CEN ED POWELL
12002 PROVIDENT MUTUAL LIF ED POWELL
14039 T/U/W JOHN J. SERRELL N PATRICIA J. MYERS
14040 NON QTTP FAMILY T/U/W J PATRICAI J. MYERS
21061 ELLIOT COOPERMAN PRO JOHN LISLE
21062 MIRIAM COOPERMAN PR JOHN LISLE
21074 ALAN LEAVITT TRUST #2 SMALL CAP QUASI W
21075 DAVID LEAVITT TRUST #2 SMALL CAP QUASI W
26529 MARKET STREET FUND N ED POWELL
31176 LANA ROSEN FIELD TRUS SMALL CAP QUASI W
35334 RIVERSIDE FOUNDATION CINDY AXELROD
35533 RIVERSIDE FOUNDATION CINDY AXELROD
35536 OAKSIDE CORPORATION CINDY AXELROD
60005ST PA MEDICAL SOCIETY LIA JOHN DONALDSON
71198 CAPITAL GROUWTH PORTF LOUIS J ROSATO
94747 STAFFORD SAVINS BAN JOHN DONALDSON
99183 ALLIANCE LAUNDRY SYS ED POWELL
99246 JAY D. ZINGG LIVING TRU SMALL CAP QUASI W
-----------------
$4,173,252,508.58
=================
BANK ACCOUNTS
1838 Investment Advisors, L.P.
First Union Bank Checking Account No. 0105-2312
Contact - Mary Albanese
(215) 973-8174
First Union Bank Custody Account No. 06349-00-J
Contact - Steve Fluta
(215) 973-1449
1838 Investment Advisors, Inc.
Merrill Lynch CMA Account No. 64M-07N92
Contact - Donna Schuck
(215) 587-4726
1838 INVESTMENT ADVISORS
12/31/93 1/1/94 12/31/94 1/1/95 12/31/95 1/1/96
SHARES REDIST SHARES REDIST SHARES REDIST
BROWN, W. Thacher 210300 -1000 209300 -1000 208300
MCELROY, John J. 103000 -4000 99000 -8000 91000 -800
BALOG, James 66000 -12000 54000 -54000 0 Retired on 12/31/94
GEPHART, George W. 24000 1000 25000 15000 40000
SPRINGROSE, John 23500 1500 25000 15000 40000 3000
MYERS, Patrica J. 20500 2000 22500 11000 33500
DOYLE, Joseph T., Jr. 15000 2000 17000 8000 25000
BEIMER, Michael F. 16000 16000 16000 2000
DITTMANN, Frederic N. 7000 2000 9000 2000 11000
DONALDSON, John H. 10500 10500 2500 13000
TYRE, Steve 13000 2000 15000 5000 20000 -20000
BARRY, Kevin 17000 1500 18500 18500
ZERCOE, Marcia 0 0 7000
VAN DEN BERG, Hans 0 0 3000
POWELL, Edward 0 2000 2000 2000
HERZ, Robert 1000 1000 1000 2000 1000
AXELROD, Cynthia R. 0 0 1000
LIEB, Amy B. 2000 2000 2000 1000
EGAN, Kenneth A. 2000 2000 1000 3000
TETLEY, Nancy 2700 27000 2700
KEPES, Stephen D. 0 0 500
CLANCY, J. Barron 0 0
GUTHRIE, Holly 500 500 300
BENCROWSKY, Anna Marie 1500 1500 1500
CONSIDINE, Tom 0 0
MOORE, James E., III 0 0
WHITE, Denise E. 0 0
MCNAVISH, Rhonda 0 0
530000 0 530000 0 53000 0
Shares Purchased 17000 62000 28000
Price per share 33.17 28.17 31.93
6/30/96 12/31/96 1/1/97 3/31/97 12/31/97 1/1/98 3/31/98
SALE SHARES REDIST SALE SHARES RESDIST SHARES
BROWN, W. Thacher 280300 208,300 0 208,300
MCELROY, John J. 90200 -10000 80,200 0 80,200
BALOG, James 0
GEPHART, George W. 40000 10000 50,000 5,000 55,000
SPRINGROSE, John 43000 4000 47,000 5,000 52,000
MYERS, Patrica J. 33500 4000 37,500 3,000 40,500
DOYLE, Joseph T., Jr. 25000 25,000 3,000 28,000
BEIMER, Michael F. 18000 -2000 16,000 0 16,000
DITTMANN, Frederic N. 11000 2000 13,000 1,000 14,000
DONALDSON, John H. 13000 13,000 500 13,500
TYRE, Steve 0 Resigned on 1/1/96
BARRY, Kevin 18500 -18500 Resigned on 3/31/97
ZERCOE, Marcia 7000 2000 9,000 -2,000 7,000
VAN DEN BERG, Hans 3000 3000 6,000 3,000 9,000
POWELL, Edward 4000 1000 5,000 1,000 6,000
HERZ, Robert 3000 1000 4,000 1,000 5,000
AXELROD, Cynthia R. 1000 1500 2,500 1,000 3,500
LIEB, Amy B. 3000 3,000 0 3,000
EGAN, Kenneth A. 3000 3,000 0 3,000
TETLEY, Nancy 2700 2,700 0 2,700
KEPES, Stephen D. 500 1000 1,500 1,500 3,000
CLANCY, J. Barron 0 1000 1,000 2,000 3,000
GUTHRIE, Holly 800 0 Resigned on 6/30/96
BENCROWSKY, Anna Marie 1500 300 1,800 200 2,000
CONSIDINE, Tom 0 1000 1,000 500 1,500
MOORE, James E., III 0 500 500 500 1,000
WHITE, Denise E. 0 0 500 500
MCNAVISH, Rhonda 0 0 500 500
800 529200 20300 -18500 531,000 27,200 558,200
Shares Purchased 32300 29,200
Price per share 36.25 43.41
01/07/98
EXHIBIT A
1838 INVESTMENT ADVISORS, INC.
Current Shareholder List
Dated as of June 12, 1998
================================================================================
Name Number of Shares Percentage
================================================================================
Axelrod, Cynthia R. 3,500 .63%
Bencrowsky, Anna M. 2,000 .36%
Biemer, Michael F. 16,000 2.87%
Brown, W. Thacher 208,300 37.32%
Clancy, J. Barron 3,000 .54%
Considine, Thomas A. 1,500 .27%
Dittmann, Frederic N. 14,000 2.51%
Donaldson, John H. 13,500 2.42%
Doyle, Jr. Joseph T. 28,000 5.02%
Egan, Kenneth A. 3,000 .54%
Gephart, Jr. George W. 55,000 9.85%
Herz, Robert W. 5,000 .90%
Kepes, Stephen D. 3,000 .54%
Lieb, Amy B. 3,000 .54%
McElroy, John J. 80,200 14.37%
McNavish, Rhonda 500 .09%
Moore, III, James E. 1,000 .18%
Myers, Patricia J. 40,500 7.26%
Powell, Edwin P. 6,000 1.07%
Springrose, John H. 52,000 9.32%
Tetley, Nancy W. 2,700 .48%
Van Den Berg, Hans 9,000 1.61%
White, Denise E. 500 .09%
Zercoe, Marcia 7,000 1.25%
--------------------------------------------------------------------------------
Former Shareholders
================================================================================
Name Number of Shares
================================================================================
Guthrie, Holly 800
Vitale, Robert J. 45,000
Shute, Edward L. 16,000
Echevarria, Joan 2,500
Barry, Kevin 18,500
Tyre, Steve 20,000
Balog, James 70,000
--------------------------------------------------------------------------------
EXHIBIT A-1
1838 INVESTMENT ADVISORS, INC.
Nonsoliciting Shareholder List
W. Thacher Brown
John J. McElroy
George W. Gephart
John Springrose
Patricia J. Myers
Joseph T. Doyle, Jr.
Michael F. Biemer
Frederick N. Dittmann
John H. Donaldson
Hans Van Den Berg
Edward Powell
EXHIBIT B
PLAN OF MERGER
[TO BE FILED WITH THE DELWARE SECRETARY OF STATE, AFTER CLOSING]
CERTIFICATE OF MERGER
In accordance with Section 251 of the Delaware General Corporation Law,
this Certificate of Merger, dated as of [_____________], 1998 is executed by
1838 Investment Advisors, Inc., a Delaware corporation and MBIA Acquisition,
Inc. a Delaware corporation.
1. MBIA Acquisition, Inc., (the "Merging Corporation") and 1838 Investment
Advisors, Inc. have, in accordance with Section 251 of the Delaware General
Corporation Law, approved, adopted, certified, executed and acknowledged an
agreement and plan of merger dated as of June 19, 1998 (the "Agreement"),
pursuant to which 1838 Investment Advisors, Inc., (hereinafter the "Surviving
Corporation") is the surviving corporation.
2. The certificate of incorporation of 1838 Investment Advisors, Inc. shall
be the certificate of incorporation of the Surviving Corporation.
3. The Agreement is on file at the Surviving Corporation's principal place
of business which is located at Radnor Corporate Center, Suite 320, Radnor, PA
19807.
4. The Surviving Corporation will furnish, free of charge, to any
stockholder of the Surviving Corporation or of the Merging Corporation a copy of
the executed agreement and plan of merger.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
1838 INVESTMENT ADVISORS, INC.
By ________________________________
Its ______________________________
MBIA ACQUISITION, INC.
By ________________________________
Its ______________________________
EXHIBIT C
FURNITURE, FIXTURES AND EQUIPMENT
Please see Disclosure Schedule.
EXHIBIT D
CUSTOMER CONTRACTS
Please see Disclosure Schedule.
EXHIBIT E
SELLING STOCKHOLDER LETTER
_____________, 19___
____________________
Name of Stockholder
MBIA Inc.
113 King Street
Armonk, NY 10504
Ladies and Gentlemen:
I am a stockholder of 1838 Investment Advisors, Inc. ("1838"). Pursuant to
the terms of the Agreement and Plan of Merger dated as of June ____, 1998 (the
"Merger Agreement") among 1838, MBIA Inc ("MBIA") and MBIA Acquisition, Inc.
("Acquisition"), Acquisition will be merged with and into 1838 in a transaction
(the "Merger") in which I will receive shares of $1.00 par value common stock of
MBIA (the "Shares") pursuant to the terms of the Merger Agreement.
In connection with the Merger, I represent and warrant to, and agree with,
MBIA that:
1. I have carefully read this Selling Stockholder Letter and discussed
its requirements and other applicable limitations upon the sale, transfer
or other disposition of the Shares, to the extent I felt necessary, with my
counsel or counsel for 1838.
2. I have carefully read the Merger Agreement relating to the Merger
and discussed its requirements and its impact upon my ability to sell,
transfer or otherwise dispose of the shares, to the extent I felt
necessary, with my counsel or counsel for 1838.
3. I have been informed by MBIA that the distribution by me of the
Shares has not been registered under the Act and that the Shares must be
held by me indefinitely unless (i) such distribution of the Shares has been
registered under the Securities Act of 1933 (the "Act"), (ii) a sale of the
Shares is made in conformity with the volume and other limitations of Rule
145 promulgated by the Securities and Exchange Commission (the
"Commission") under the Act (and otherwise in accordance with Rule 144
under the Act if I am an affiliate of MBIA and if so required at the time)
or (iii) some other exemption from registration is available with respect
to any such proposed sale, transfer or other disposition of the Shares. I
agree that I will not make any sale, transfer or other disposition of the
Shares in violation of the Act or the rules and regulations of the
Commission thereunder.
4. I understand that MBIA is under no obligation to register the sale,
transfer or other disposition of the Shares by me or on my behalf or to
take any other action necessary in order to make compliance with an
exemption from registration available, except for MBIA's
1
customary procedures in connection with sales of its stock in conformity
with Rule 145. By accepting this Selling Stockholder Letter, MBIA agrees to
exert its best efforts to timely file with the Commission all of the
reports it is required to file under the Securities and Exchange Act of
1934, as amended (the "Exchange Act").
5. I also understand that, unless a transfer of Shares is a sale made
in conformity with the provisions of Rule 145, or is made pursuant to a
registration statement under the Act, stop transfer instructions will be
given to MBIA's transfer agent(s) with respect to the Shares and that there
will be placed on the certificate for the Shares, or any substitutions
therefore, a legend stating in substance:
"The Shares represented by this certificate were issued in a
transaction to which Rule 145 promulgated under the Securities Act of
1933, as amended (the "Act"), applies and may be sold or otherwise
transferred only in compliance with the limitations of such Rule 145,
or pursuant to an effective registration statement or exemption from
registration under the Act"
6. I have not, within the 30 days prior to the date hereof, sold,
transferred or otherwise disposed of, or reduced my relative risk to, any
shares of 1838 or MBIA capital stock beneficially owned by me and,
notwithstanding the other provisions hereof, I will not sell, transfer, or
otherwise dispose of, or reduce my risk relative to, any Shares received by
me in the Merger or any other shares of MBIA capital stock which I may
beneficially own until after such time as financial results covering at
least 30 days of post-Merger combined operations of MBIA and 1838 have been
published by MBIA, in the form of a quarterly earnings report, an effective
registration statement filed with the Commission, a report to be Commission
on Form 10-K, 10-Q or 8-K or other public filing or announcement which
includes the combined financial results of operations. I understand that,
until such time, MBIA may refuse to register such transfer and that stop
transfer instructions will be given to MBIA's transfer agent(s) with
respect to the Shares or such other shares of MBIA capital stock.
9. I hereby waive any and all transfer restrictions set out in Article
7 of the Stockholders' Agreement (as defined in the Merger Agreement)
including, without limitation, rights of first refusal and consent to the
participation in the Merger of the other 1838 stockholders.
It is understood and agreed that this Selling Stockholder Letter shall
terminate and be of no further force and effect and the legend set forth in
paragraph 5 above shall be removed by delivery of substitute certificates
without such legend if the period of time specified in paragraph 7 above has
passed and MBIA shall have received a letter form the staff of the Commission,
or an opinion of counsel acceptable to MBIA, to the effect that the stock
transfer instructions and the legend are not required for purposes of the
Securities Act.
Very truly yours,
2
Accepted as of the ____ day of
_______________, 19 ______
MBIA Inc.
By _______________________
3
