-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GczRxlOCBijSFjplgJ5t3kq2dMLYX8Jce+hCXzCfeL3aUmLLz3pz29hSA9p7FVSf OQAz8nnkkMMS7TpUPUvu/Q== 0000950129-03-004725.txt : 20030922 0000950129-03-004725.hdr.sgml : 20030922 20030922093829 ACCESSION NUMBER: 0000950129-03-004725 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030922 GROUP MEMBERS: ARLO G. SORENSEN GROUP MEMBERS: LAURA-LEE W. WOODS GROUP MEMBERS: MICHAEL J. CASEY GROUP MEMBERS: ROBERT J. WOODS, JR. GROUP MEMBERS: THE WHITTIER TRUST COMPANY OF NEVADA, INC. GROUP MEMBERS: WHITTIER HOLDINGS, INC. GROUP MEMBERS: WHITTIER TRUST COMPANY GROUP MEMBERS: WHITTIER VENTURES LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITTIER VENTURES LLC CENTRAL INDEX KEY: 0001263547 IRS NUMBER: 880351000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1600 HUNTINGTON DRIVE CITY: SOUTH PASADENA STATE: CA ZIP: 91030 BUSINESS PHONE: 6264415111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPIC RESOURCES LTD CENTRAL INDEX KEY: 0001108520 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 980188488 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51256 FILM NUMBER: 03903498 BUSINESS ADDRESS: STREET 1: 1599-977 WEST HASTINGS STREET STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA V6C 2W2 STATE: A1 ZIP: 00000 BUSINESS PHONE: 6046891810 MAIL ADDRESS: STREET 1: 1599-977 WEST HASTINGS STREET STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA V6C 2W2 STATE: A1 ZIP: 00000 SC 13D 1 h09165sc13d.txt WHITTIER VENTURES LLC FOR OLYMPIC RESOURCES LTD. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* OLYMPIC RESOURCES LTD. (NAME OF ISSUER) COMMON STOCK, NO PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 68162J109 (CUSIP NUMBER) STEVEN A. ANDERSON WHITTIER VENTURES LLC 1600 HUNTINGTON DRIVE SOUTH PASADENA, CALIFORNIA 91030 (818) 441-5111 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) SEPTEMBER 10, 2003 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box. [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) WHITTIER VENTURES LLC (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization WHITTIER VENTURES LLC ("WHITTIER VENTURES") IS A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE. Number of (7) Sole Voting Power 30,564,654 Shares Bene- ficially (8) Shared Voting Power 0 Owned by Each (9) Sole Dispositive Power 30,564,654 Reporting Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 30,564,654 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 30.4%(1) (14) Type of Reporting Person (See Instructions) OO - ---------- (1) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 2 CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) MICHAEL J. CASEY (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization MICHAEL J. CASEY IS A CITIZEN OF THE UNITED STATES. Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 30,564,654(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 30,564,654(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 30,564,654 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 30.4%(2) (14) Type of Reporting Person (See Instructions) IN - ---------- (1) Michael J. Casey shares voting and dispositive power of the 30,564,654 shares owned by Whittier Ventures by virtue of being a co-trustee of seventeen trusts that are the sole members of Whittier Ventures. See items 2 and 5 (2) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 3 CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ARLO G. SORENSEN (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization ARLO G. SORENSEN IS A CITIZEN OF THE UNITED STATES. Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 30,564,654(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 30,564,654(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 30,564,654 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 30.4%(2) (14) Type of Reporting Person (See Instructions) IN - ---------- (1) Arlo G. Sorensen shares voting and dispositive power of the 30,564,654 shares owned by Whittier Ventures by virtue of being a co-trustee of seventeen trusts that are the sole members of Whittier Ventures. See items 2 and 5 (2) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 4 CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) THE WHITTIER TRUST COMPANY OF NEVADA, INC. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization THE WHITTIER TRUST COMPANY OF NEVADA, INC. ("WTC NEVADA") IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF NEVADA. Number of (7) Sole Voting Power 3,246,175(1) Shares Bene- ficially (8) Shared Voting Power 5,717,998(2) Owned by Each (9) Sole Dispositive Power 3,246,175(1) Reporting Person With (10) Shared Dispositive Power 5,717,998(2) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,964,173 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 8.9%(3) (14) Type of Reporting Person (See Instructions) CO - ---------- (1) WTC Nevada has sole voting and dispositive power of 3,246,175 shares as a result of being the sole trustee of trusts which own such shares. See items 2 and 5. (2) WTC Nevada has shared voting and dispositive power of 5,717,998 shares as a result of being a co-trustee of trusts which own such shares. See items 2 and 5. (3) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 5 CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) WHITTIER TRUST COMPANY (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization WHITTIER TRUST COMPANY ("WTC") IS A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA. Number of (7) Sole Voting Power 11,597,574(1) Shares Bene- ficially (8) Shared Voting Power 14,036,268(2) Owned by Each (9) Sole Dispositive Power 11,597,574(1) Reporting Person With (10) Shared Dispositive Power 14,036,268(2) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 25,633,842 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 25.5%(3) (14) Type of Reporting Person (See Instructions) CO - ---------- (1) WTC has sole voting and dispositive power of 11,597,574 shares as a result of being the sole trustee of trusts which own such shares. See items 2 and 5. (2) WTC has shared voting and dispositive power of 14,036,268 shares as a result of being a co-trustee of trusts which own such shares. See items 2 and 5. (3) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 6 CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) WHITTIER HOLDINGS, INC. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization WHITTIER HOLDINGS, INC. ("WHITTIER HOLDINGS") IS A CORPORATION ORGANIZED UNDER THE STATE OF NEVADA. Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 34,598,015(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 34,598,015(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 34,598,015 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 34.4%(2) (14) Type of Reporting Person (See Instructions) CO - ---------- (1) Whittier Holdings may be deemed to be the beneficial owner of shares beneficially owned by WTC and WTC Nevada as a result of being the sole shareholder of each of WTC and WTC Nevada. See items 2 and 5. (2) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 7 CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) LAURA-LEE W. WOODS (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization LAURA-LEE W. WOODS IS A CITIZEN OF THE UNITED STATES. Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 8,412,526(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 8,412,526(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,412,526 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 8.4%(2) (14) Type of Reporting Person (See Instructions) IN - ---------- (1) Laura-Lee W. Woods shares voting and dispositive power of (i) 4,206,263 shares owned by Laura-Lee W. Woods 1992 Trust by virtue of being a co-trustee of such trust and (ii) 4,206,263 shares owned by Robert J. Woods, Jr. 1992 Trust by virtue of being the spouse of Robert J. Woods, Jr., the co-trustee of such trust. See items 2 and 5 (2) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 8 CUSIP NO. 68162J109 SCHEDULE 13D (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ROBERT J. WOODS, JR. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] (3) SEC Use Only (4) Source of Funds (See Instructions) OO (SEE ITEM 3) (5) Check if Disclosure of Legal Proceedings is Required Pursuant to [ ] Items 2(d) or 2(e) (6) Citizenship or Place of Organization ROBERT J. WOODS, JR. IS A CITIZEN OF THE UNITED STATES. Number of (7) Sole Voting Power 0 Shares Bene- ficially (8) Shared Voting Power 8,412,526(1) Owned by Each (9) Sole Dispositive Power 0 Reporting Person With (10) Shared Dispositive Power 8,412,526(1) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,412,526 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 8.4%(2) (14) Type of Reporting Person (See Instructions) IN - ---------- (1) Robert J. Woods, Jr. shares voting and dispositive power of (i) 4,206,263 shares owned by Robert J. Woods, Jr. 1992 Trust by virtue of being a co-trustee of such trust and (ii) 4,206,263 shares owned by Laura-Lee W. Woods 1992 Trust by virtue of being the spouse of Laura-Lee W. Woods, the co-trustee of such trust. See items 2 and 5 (2) Based on 100,462,539 shares issued and outstanding as of September 10, 2003, as disclosed to Whittier Ventures by the Issuer. Page 9 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is common stock, no par value per share (the "Common Stock") of Olympic Resources Ltd., a Wyoming corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 3355 West Alabama, Houston, Texas 77098. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) Whittier Ventures LLC ("Whittier Ventures") is a Delaware limited liability company with its principal business and executive offices located at 1600 Huntington Drive, South Pasadena, California 91030. The principal business of Whittier Ventures is making and managing various investments. Current information concerning the managers and executive officers of Whittier Ventures is set forth on Schedule I hereto. Whittier Ventures is owned by seventeen separate trusts. Michael J. Casey and Arlo G. Sorensen are the sole co-trustees of trusts holding 66.7% of the membership interests of Whittier Ventures, and co-trustees with other persons of trusts holding the remaining 33.3% of the membership interests of Whittier Ventures. Michael J. Casey's principal occupation is President of Whittier Trust Company. Mr. Casey's business address and the principal business address of Whittier Trust Company is 1600 Huntington Drive, South Pasadena, California 91030. Arlo G. Sorensen's principal occupation is Chairman of Whittier Trust Company. Mr. Sorensen's business address and the principal business address of Whittier Trust Company is 1600 Huntington Drive, South Pasadena, California 91030. The Whittier Trust Company of Nevada, Inc. ("WTC Nevada") is a Nevada corporation with its principal business and executive offices located at 100 W. Liberty Street, Suite 890, Reno, Nevada 89501-1952. The principal business of WTC Nevada is that of a trust company. Current information concerning the directors and executive officers of WTC Nevada is set forth on Schedule I hereto. The controlling shareholder of WTC Nevada is Whittier Holdings, Inc. ("Whittier Holdings"). Whittier Trust Company ("WTC") is a California corporation with its principal business and executive offices located at 1600 Huntington Drive, South Pasadena, California 91030. The principal business of WTC is that of a trust company. Current information concerning the directors and executive officers of WTC is set forth on Schedule I hereto. The controlling shareholder of WTC is Whittier Holdings. Whittier Holdings is a Nevada corporation with its principal business and executive offices located at 100 W. Liberty Street, Suite 890, Reno, Nevada 89501-1952. The principal business of Whittier Holdings is a holding company. Current information concerning the directors and executive officers of Whittier Holdings is set forth on Schedule I hereto. Laura-Lee W. Woods' principal occupation is managing her personal investments. Ms. Woods' business address is 1600 Huntington Drive, South Pasadena, California 91030. Robert J. Woods, Jr.'s principal occupation is managing his personal investments. Mr. Woods' business address is 1600 Huntington Drive, South Pasadena, California 91030. (d)-(f) See Schedule I Page 10 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The reporting persons were the beneficial owners of securities of Whittier Energy Corporation, a Nevada corporation ("Whittier Energy"). Pursuant to an Agreement and Plan of Merger dated July 8, 2003, between the Issuer, a subsidiary of the Issuer, and Whittier Energy, effective September 10, 2003, the subsidiary of the Issuer was merged with and into Whittier Energy (the "Merger"). In the Merger, each outstanding share of common stock of Whittier Energy was exchanged for 793.93142 shares of Common Stock and one share of Series A Convertible Preferred Stock of the Issuer (the "Preferred Stock") Thus, as a result of the Merger, all shares of the Issuer's Common Stock and Preferred Stock reported herein as being beneficially owned by each of the reporting persons were acquired in the Merger in exchange for common stock of Whittier Energy previously beneficially owned by such reporting person. ITEM 4. PURPOSE OF TRANSACTION. Whittier Ventures is currently holding the shares for investment purposes. Whittier Ventures has no plans or proposals that relate to or that would result in any of the actions specified in clauses (a) though (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The following table describes the number of shares of Common Stock, including shares of Common Stock issuable upon exercise or conversion of Preferred Stock and the percent of outstanding Common Stock owned by each of the reporting persons. All percentages are based on 100,462,539 shares of Common Stock issued and outstanding.
COMMON STOCK PREFERRED STOCK TOTAL ------------------------- ------------------------- ------------------------- NAME SOLE SHARED SOLE SHARED NUMBER %(1) - -------------------------- ---------- ---------- ---------- ---------- ---------- ---------- Whittier Ventures LLC 30,528,903 -- 35,751 -- 30,564,654 30.4% Michael J. Casey -- 30,528,903 -- 35,751 30,564,654 30.4% Arlo G. Sorensen -- 30,528,903 -- 35,751 30,564,654 30.4% The Whittier Trust Company of Nevada, Inc. 3,242,378 5,711,310 3,797 6,688 8,964,173 8.9% Whittier Trust Company 11,584,009 14,019,850 13,565 16,418 25,633,842 25.5% Whittier Holdings, Inc. -- 34,557,547 -- 40,468 34,598,015 34.4% Laura-Lee W. Woods -- 8,402,686 -- 9,840 8,412,526 8.4% Robert J. Woods, Jr. -- 8,402,686 -- 9,840 8,412,526 8.4%
(1) In accordance with SEC regulations under Section 13(d) of the Act, the percent shown in this column for each stockholder represents the number of shares of Common Stock owned by the stockholder plus the Preferred Stock (on an as converted basis) owned by such stockholder divided by the number of shares outstanding plus the number of shares of Preferred Stock (on an as converted basis) owned by such stockholder. Executive Officers and Directors. Except as otherwise described herein, and to the knowledge of the reporting persons, no person listed in Schedule I is the beneficial owner of any shares of Common Stock. (b) Whittier Ventures. Whittier Ventures has the sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of 30,528,903 shares of Common Stock and 35,751 shares of Preferred Stock. Michael J. Casey. By virtue of being a co-trustee of seventeen trusts which are the sole shareholders of Whittier Ventures, Michael J. Casey shares the power to vote or to direct the vote and the power to dispose or direct the disposition of 30,528,903 shares of Common Stock and 35,751 shares of Preferred Stock owned by Whittier Ventures. Page 11 Arlo G. Sorensen. By virtue of being a co-trustee of seventeen trusts which are the sole shareholders of Whittier Ventures, Arlo G. Sorensen shares the power to vote or to direct the vote and the power to dispose or direct the disposition of 30,528,903 shares of Common Stock and 35,751 shares of Preferred Stock owned by Whittier Ventures. WTC Nevada. By virtue of being the sole trustee of trusts that own securities of the Issuer, WTC Nevada has the sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of 3,242,378 shares of Common Stock and 3,797 shares of Preferred Stock owned by such trusts. By virtue of being a co-trustee of trusts that own securities of the Issuer, WTC Nevada shares the power to vote or direct the vote and dispose or direct the disposition of 5,711,310 shares of Common Stock and 6,688 shares of Preferred stock owned by such trusts. WTC. By virtue of being the sole trustee of trusts that own securities of the Issuer, WTC has the sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of 11,584,009 shares of Common Stock and 13,565 shares of Preferred Stock owned by such trusts. By virtue of being a co-trustee of trusts that own securities of the Issuer, WTC shares the power to vote or direct the vote and dispose or direct the disposition of 14,019,850 shares of Common Stock and 16,418 shares of Preferred stock owned by such trusts. Whittier Holdings. By virtue of being the controlling person of WTC Nevada and WTC, Whittier Holdings may be deemed the beneficial owner with the shared power to vote or to direct the vote and to dispose or direct the disposition of 34,557,547 shares of Common Stock and 40,468 shares of Preferred Stock beneficially owned by WTC Nevada and WTC. Laura-Lee W. Woods. By virtue of being the co-trustee of Laura-Lee W. Woods 1992 Trust, Laura-Lee W. Woods shares the power to vote or direct the vote and dispose or direct the disposition of 4,201,343 shares of Common Stock and 4,920 shares of Preferred Stock owned by Laura-Lee W. Woods 1992 Trust. Laura-Lee W. Woods may also be deemed the beneficial owner with the shared power to vote or direct the vote and dispose or direct the disposition of 4,201,343 shares of Common Stock and 4,920 shares of Preferred Stock owned by Robert J. Woods, Jr. 1992 Trust by virtue of being the spouse of Robert J. Woods, Jr., the co-trustee of such trust. Robert J. Woods, Jr. By virtue of being the co-trustee of Robert J. Woods, Jr. 1992 Trust, Robert J. Woods, Jr. shares the power to vote or direct the vote and dispose or direct the disposition of 4,201,343 shares of Common Stock and 4,920 shares of Preferred Stock owned by Robert J. Woods, Jr. 1992 Trust. Robert J. Woods, Jr. may also be deemed the beneficial owner with the shared power to vote or direct the vote and dispose or direct the disposition of 4,201,343 shares of Common Stock and 4,920 shares of Preferred Stock owned by Laura-Lee W. Woods 1992 Trust by virtue of being the spouse of Laura-Lee W. Woods, the co-trustee of such trust. Executive Officers and Directors. Except as otherwise described herein, and to the knowledge of the reporting persons, no person listed in Schedule I has the power to vote or direct the vote or dispose or direct the disposition of any shares of Common Stock or Preferred Stock. (c) Except as otherwise described herein or in any Exhibit filed herewith, and to the knowledge of the reporting persons, none of the persons named in response to Paragraph (a) above has affected any transaction in the Common Stock during the past sixty (60) days. (d) Except as otherwise described herein, and to the knowledge of the reporting persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the Common Stock deemed to be beneficially owned by them. (e) It is inapplicable for the purpose herein to state the date on which a party ceased to be owner of more than five percent (5%) of the Common Stock. Page 12 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Except as set forth in Items 5 and 6 or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the individuals or entities described in Item 2 or between such persons and any other person with respect to the voting or disposition of the shares of Common Stock deemed to be beneficially owned by the reporting persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement dated September 17, 2003 among Whittier Ventures LLC, Michael J. Casey, Arlo G. Sorensen, The Whittier Trust Company of Nevada, Inc., Whittier Trust Company, Whittier Holdings, Inc., Laura-Lee W. Woods, and Robert J. Woods, Jr. Page 13 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 17, 2003 Whittier Ventures LLC By: /s/ David A. Dahl --------------------------- David A. Dahl, President Date: September 17, 2003 /s/ Michael J. Casey ------------------------------- Michael J. Casey Date: September 17, 2003 /s/ Arlo G. Sorensen ------------------------------- Arlo G. Sorensen Date: September 17, 2003 The Whittier Trust Company of Nevada, Inc. By: /s/ Steven A. Anderson --------------------------- Steven A. Anderson, Vice President Date: September 17, 2003 Whittier Trust Company By: /s/ Steven A. Anderson --------------------------- Steven A. Anderson, Vice President Date: September 17, 2003 Whittier Holdings, Inc. By: /s/ Steven A. Anderson --------------------------- Steven A. Anderson, Vice President Date: September 17, 2003 /s/ Laura-Lee W. Woods ------------------------------- Laura-Lee W. Woods Date: September 17, 2003 /s/ Robert J. Woods, Jr. ------------------------------- Robert J. Woods, Jr. Page 14 SCHEDULE I DIRECTORS, MANAGERS, EXECUTIVE OFFICERS, OR CONTROLLING PERSONS The name, business address, present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, of each of (i) the managers and executive officers of Whittier Ventures, (ii) the directors and executive officers of The Whittier Trust Company of Nevada, Inc., (iii) the directors and executive officers of Whittier Trust Company, and (iv) the directors and executive officers of Whittier Holdings, Inc. are set forth below:
Name, Principal Business Address of Organization in Name and Capacity in Which Principal which Principal Occupation Business Address Serves Occupation is Conducted - -------------------------- ----------------- ----------------------------- -------------------------- (i) Whittier Ventures LLC Michael J. Casey Manager President of Whittier Trust Whittier Trust Company 1600 Huntington Drive Company and The Whittier 1600 Huntington Drive South Pasadena, CA 91030 Trust Company of Nevada, Inc. South Pasadena, CA 91030 Arlo G. Sorensen Manager Chairman of Whittier Trust Whittier Trust Company 1600 Huntington Drive Company 1600 Huntington Drive South Pasadena, CA 91030 South Pasadena, CA 91030 Harold M. Williams Manager President Emeritus of the J. J. Paul Getty Trust 1200 Getty Center Dr. Paul Getty Trust 1200 Getty Center Dr. Suite 1100 Suite 1100 Los Angeles, CA 90049-1688 Los Angeles, CA 90049-1688 Betty Leonard Manager Retired Executive 225 N. Bristol Ave. 225 N. Bristol Ave. Los Angeles, CA 90049 Los Angeles, CA 90049 David A. Dahl President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive Trust Company 1600 Huntington Drive South Pasadena, CA 91030 South Pasadena, CA 91030 James A. Jeffs Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Steven A. Anderson Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive and Secretary Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Robert D. Sellers Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive and Treasurer Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc.
I-1
Name, Principal Business Address of Organization in Name and Capacity in Which Principal which Principal Occupation Business Address Serves Occupation is Conducted - -------------------------- ----------------- ----------------------------- -------------------------- (ii) The Whittier Trust Company of Nevada, Inc. Pamela D. Barker Director and Vice Vice President of Whittier Whittier Trust Company 1600 Huntington Drive President Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. David R. Belding Director Senior Vice President and Circus Circus Development 3950 Las Vegas Blvd. South General Counsel of Circus Mandalay Resort Las Vegas, NV 89119 Circus Development Mandalay 3950 Las Vegas Blvd. South Resort Las Vegas, NV 89119 Jeff K. Bills Director President and Chief Executive St. Mary's Health Network 235 W. 6th St., 3rd Floor Officer of St. Mary's Health 235 W. 6th St., 3rd Floor Reno, NV 89503 Network Reno, NV 89503 Michael J. Casey Director and President of Whittier Trust Whittier Trust Company 1600 Huntington Drive President Company and The Whittier 1600 Huntington Drive South Pasadena, CA 91030 Trust Company of Nevada, Inc. South Pasadena, CA 91030 William A. Prezant Director Partner in Prezant & Mollath Prezant and Mollath 6560 S.W. McCarran Blvd., 6560 S.W. McCarran Blvd., Ste. A Ste. A Reno, NV 89509 Reno, NV 89509 Arlo G. Sorensen Director Chairman of Whittier Trust Whittier Trust Company 1600 Huntington Drive Company 1600 Huntington Drive South Pasadena, CA 91030 South Pasadena, CA 91030 William E. Ramsey Director and Vice Vice President of The The Whittier Trust Company of 100 W. Liberty Street President Whittier Trust Company of Nevada, Inc. Suite 890 Nevada, Inc. 100 W. Liberty Street Reno, NV 89501-1952 Suite 890 Reno, NV 89501-1952 Robert D. Sellers Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive and Chief Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Financial Officer Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Harold J. Depoali Vice President Vice President of The The Whittier Trust Company of 100 W. Liberty Street Whittier Trust Company of Nevada, Inc. Suite 890 Nevada, Inc. 100 W. Liberty Street Reno, NV 89501-1952 Suite 890 Reno, NV 89501-1952 Robert L. Levy Vice President Vice President of The The Whittier Trust Company of 100 W. Liberty Street Whittier Trust Company of Nevada, Inc. Suite 890 Nevada, Inc. 100 W. Liberty Street Reno, NV 89501-1952 Suite 890 Reno, NV 89501-1952
I-2 James A. Jeffs Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Michael G. Vranizan Vice President Vice President of The The Whittier Trust Company of 1420 Fifth Avenue #1750 Whittier Trust Company of Nevada, Inc. Seattle, WA 98101 Nevada, Inc. 1420 Fifth Avenue #1750 Seattle, WA 98101 Deborah L. Wetzel Vice President Vice President of The The Whittier Trust Company of 100 W. Liberty Street Whittier Trust Company of Nevada, Inc. Suite 890 Nevada, Inc. 100 W. Liberty Street Reno, NV 89501-1952 Suite 890 Reno, NV 89501-1952 Steven A. Anderson Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive and Secretary Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc.
Name, Principal Business Address of Organization in Name and Capacity in Which Principal which Principal Occupation Business Address Serves Occupation is Conducted - -------------------------- ----------------- ----------------------------- -------------------------- (iii) Whittier Trust Company Steven A. Anderson Director and Vice President of Whittier Whittier Trust Company 1600 Huntington Drive Secretary Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Pamela D. Barker Director and Vice Vice President of Whittier Whittier Trust Company 1600 Huntington Drive President Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Michael J. Casey Director and President of Whittier Trust Whittier Trust Company 1600 Huntington Drive President Company and The Whittier 1600 Huntington Drive South Pasadena, CA 91030 Trust Company of Nevada, Inc. South Pasadena, CA 91030 William G. Keller Director Founder and Chairman of a 894 Wick Lane 894 Wick Lane construction company Glendora, CA 91741 Glendora, CA 91741 Arlo G. Sorensen Director Chairman of Whittier Trust Whittier Trust Company 1600 Huntington Drive Company 1600 Huntington Drive South Pasadena, CA 91030 South Pasadena, CA 91030 Harold M. Williams Director President Emeritus of the J. J. Paul Getty Trust 1200 Getty Center Dr. Paul Getty Trust 1200 Getty Center Dr. Suite 1100 Suite 1100 Los Angeles, CA 90049-1688 Los Angeles, CA 90049-1688
I-3 Robert D. Sellers Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive and Treasurer Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. James A. Jeffs Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc.
Name, Principal Business Address of Organization in Name and Capacity in Which Principal which Principal Occupation Business Address Serves Occupation is Conducted - -------------------------- ----------------- ----------------------------- -------------------------- (iv) Whittier Holdings, Inc. Jeff K. Bills Director President and Chief Executive St. Mary's Health Network 235 W. 6th St., 3rd Floor Officer of St. Mary's Health 235 W. 6th St., 3rd Floor Reno, NV 89503 Network Reno, NV 89503 Pamela D. Barker Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Michael J. Casey Director and President of Whittier Trust Whittier Trust Company 1600 Huntington Drive President Company and The Whittier 1600 Huntington Drive South Pasadena, CA 91030 Trust Company of Nevada, Inc. South Pasadena, CA 91030 Betty Leonard Director Retired Executive 225 N. Bristol Ave. 225 N. Bristol Ave. Los Angeles, CA 90049 Los Angeles, CA 90049 Caroline W. Nahas Director Managing Director of Southern Korn/Ferry International 1800 Century Park East, California for Korn/Ferry 1800 Century Park East, Suite Suite 900 International 900 Los Angeles, CA 90067 Los Angeles, CA 90067 Harold M. Williams Director President Emeritus of the J. J. Paul Getty Trust 1200 Getty Center Dr. Paul Getty Trust 1200 Getty Center Dr. Suite 1100 Suite 1100 Los Angeles, CA 90049-1688 Los Angeles, CA 90049-1688 Arlo G. Sorensen Director Chairman of Whittier Trust Whittier Trust Company 1600 Huntington Drive Company 1600 Huntington Drive South Pasadena, CA 91030 South Pasadena, CA 91030 James A. Jeffs Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc.
I-4 Robert D. Sellers Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive and Chief Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Financial Officer Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc. Steven A. Anderson Vice President Vice President of Whittier Whittier Trust Company 1600 Huntington Drive and Secretary Trust Company and The 1600 Huntington Drive South Pasadena, CA 91030 Whittier Trust Company of South Pasadena, CA 91030 Nevada, Inc.
(d) Neither Whittier Ventures, Michael J. Casey, Arlo G. Sorensen, WTC Nevada, WTC, Whittier Holdings, Laura-Lee W. Woods, Robert J. Woods, Jr., nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Whittier Ventures, Michael J. Casey, Arlo G. Sorensen, WTC Nevada, WTC, Whittier Holdings, Laura-Lee W. Woods, Robert J. Woods, Jr., nor any of the individuals identified in this Schedule I has, to the knowledge of the reporting persons, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) To the knowledge of each reporting person, each of the individuals identified in this Schedule I is a citizen of the United States of America. I-5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Joint Filing Agreement dated September 17, 2003 among Whittier Ventures LLC, Michael J. Casey, Arlo G. Sorensen, The Whittier Trust Company of Nevada, Inc., Whittier Trust Company, Whittier Holdings, Inc., Laura-Lee W. Woods, and Robert J. Woods, Jr.
EX-99.1 3 h09165exv99w1.txt JOINT FILING AGREEMENT EXHIBIT 1 AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D/A, to which this Agreement is filed as an exhibit, are filed on behalf of each of them. Date: September 17, 2003 Whittier Ventures LLC By: /s/ David A. Dahl ---------------------------------- David A. Dahl, President Date: September 17, 2003 /s/ Michael J. Casey -------------------------------------- Michael J. Casey Date: September 17, 2003 /s/ Arlo G. Sorensen -------------------------------------- Arlo G. Sorensen Date: September 17, 2003 The Whittier Trust Company of Nevada, Inc. By: /s/ Steven A. Anderson ---------------------------------- Steven A. Anderson, Vice President Date: September 17, 2003 Whittier Trust Company By: /s/ Steven A. Anderson ---------------------------------- Steven A. Anderson, Vice President Date: September 17, 2003 Whittier Holdings, Inc. By: /s/ Steven A. Anderson ---------------------------------- Steven A. Anderson, Vice President Date: September 17, 2003 /s/ Laura-Lee W. Woods -------------------------------------- Laura-Lee W. Woods Date: September 17, 2003 /s/ Robert J. Woods, Jr. -------------------------------------- Robert J. Woods, Jr. -----END PRIVACY-ENHANCED MESSAGE-----