Estate of Charles Porter Schutt, Deceased, Charles P. Schutt, Jr., and Henry I. Brown III, Co-Executors - Page 29

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          advisers, and WTC.  Mr. Sweeney had initially asked Ms. Lee to              
          begin drafting the documents in a November 14, 1997, memorandum             
          that set forth details regarding certain provisions to be                   
          included.  Regarding purpose, the memorandum stated:                        
                    You will recall that the purpose of the two                       
               Delaware business trusts is to preserve and coordinate                 
               Porter Schutt’s investment philosophy with respect to                  
               those trusts over which he has either direction or                     
               consent investment advice of which the Wilmington Trust                
               Company is trustee, as well as his own funded revocable                
               trust.  Over the years, Porter Schutt has developed a                  
               buy and hold philosophy which has been quite                           
               successful, and he is anxious to have that philosophy                  
               preserved for his family for the future.                               
               In a January 6, 1998, telephone conversation, Mr. Howard               
          pointed out, along with several minor drafting errors, what he              
          considered to be a significant substantive problem with the                 
          provision then included in the trust documents regarding                    
          distributions.  The initial drafts of the trust stated that net             
          cashflow would be distributed at such times and in such amounts             
          as determined by the trustee in his discretion.  WTC wanted the             
          trusts to provide for distribution of net cashflow at least                 
          annually.  Mr. Sweeney thought that quarterly distributions could           
          accord with decedent’s original intent, and the documents were              
          revised to so provide, for further review by the participants.              
               By a letter dated January 9, 1998, WTC confirmed its                   
          agreement with the form and content of the Schutt I and Schutt II           
          indentures, and work proceeded to prepare and finalize the                  
          beneficiary consent documents.  Like the trusts, the consents               





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