-----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, N31LucwrNirlROBFBSB/kdv74Dwl12uqjUHCI1NWlNdP2xsq3vK8Kv8pjatDKefx E3ggCYTm0+K71pWz/qvHaQ== 0000898431-04-000117.txt : 20041105 0000898431-04-000117.hdr.sgml : 20041105 20041105160339 ACCESSION NUMBER: 0000898431-04-000117 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041105 DATE AS OF CHANGE: 20041105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARPENTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000017843 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 230458500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34049 FILM NUMBER: 041122925 BUSINESS ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610-1339 BUSINESS PHONE: 6102082000 MAIL ADDRESS: STREET 1: 1047 N PARK ROAD CITY: WYOMISSING STATE: PA ZIP: 19610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSSIN ADA E CENTRAL INDEX KEY: 0001035309 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 621 TROTWOOD CIRCLE CITY: PITTSBURGH STATE: PA ZIP: 15241 BUSINESS PHONE: 412-762-2766 MAIL ADDRESS: STREET 1: C/O PNC ADVISORS - HAWTHORN STREET 2: 249 FIFTH AVENUE, 2ND FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13D/A 1 rossin_a-13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARPENTER TECHNOLOGY CORPORATION ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $5.00 per share ----------------------------------------------------------------- (Title of Class of Securities) 144285 10 3 ----------------------------------- (CUSIP Number) John A. Martin c/o PNC Advisors - Hawthorn 249 Fifth Avenue, 2nd Floor Pittsburgh, PA 15222 (412) 762-2766 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 2004 ------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. CUSIP NO. 144285 10 3 Page 2 of 11 Pages 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 (however, see the Notes). Page 3 of 11 Pages SCHEDULE 13D/A (Amendment No. 1) CUSIP No. 144285 10 3 1. NAME OF REPORTING PERSON Ada E. Rossin I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen NUMBER OF 7. SOLE VOTING POWER 1,899,770 SHARES ---------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 108,844 OWNED BY ---------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 896,045 REPORTING ---------------------------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER 108,844 ---------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,008,614 ------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.45% ---------- 14. TYPE OF REPORTING PERSON IN CUSIP No. 144285 10 3 Page 4 of 11 Pages This Schedule 13D/A, Amendment No. 1 (the "Amendment") relates to the common stock, par value $5.00 per share ("Common Stock") of Carpenter Technology Corporation. This Amendment restates in its entirety the Schedule 13D filed by Peter C. Rossin and Ada E. Rossin on March 11, 1997. Item 1. Security and Issuer. This Amendment relates to the Common Stock of Carpenter Technology Corporation, a Delaware corporation ("CTC"). CTC's principal executive offices are located at P.O. Box 14662, Reading, Pennsylvania 19612. Item 2. Identity and Background. (a) Ada E. Rossin (b) 621 Trotwood Circle Pittsburgh, Pennsylvania 15241 (c) Not applicable. (d) During the last five years Ada E. Rossin has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years Ada E. Rossin has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in Ada E. Rossin being 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) Ada E. Rossin is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to an Agreement and Plan of Merger dated January 6, 1997 (the "Merger Agreement") by and among CTC, Dynamet Incorporated, a Pennsylvania corporation ("DI"), Peter C. Rossin and Ada E. Rossin (together with Peter C. Rossin, the "Rossins") and Peter N. Stephans and Joan R. Stephans (the "Stephans" and, together with the Rossins, the "DI Shareholders"), DI was merged (the "Merger") with and into a wholly owned subsidiary of CTC. The closing of the Merger occurred on February 28, 1997 (the "Closing Date"). CUSIP No. 144285 10 3 Page 5 of 11 Pages As a result of the Merger, each outstanding share of common stock, par value $5.00 per share, of DI was converted into (i) the right to receive $166.0581 in cash and (ii) 9.0704 shares of CTC Common Stock (the "Merger Shares"), although no fractional shares were issued as a result of the Merger. The Rossins received 2,325,650 shares of CTC Common Stock in the Merger, with 1,162,825 of these shares being issued in the names of each of Peter C. Rossin and Ada E. Rossin. Ada E. Rossin is one of the trustees pursuant to an Irrevocable Deed of Trust dated July 12, 1989 (the "Deed of Trust"). The Deed of Trust created two separate trusts for the benefit of the Stephans' two children (each a "Trust" and, collectively, the "Trusts"). As a result of the Merger, each Trust received 54,422 shares of CTC Common Stock, for an aggregate of 108,844 shares. The Deed of Trust is incorporated by reference herein from Exhibit 7.2 to the Schedule 13D filed by the Rossins on March 11, 1997. On August 10, 2003, Peter C. Rossin died and Ada E. Rossin was named executrix of his estate pursuant to the Last Will and Testament of Peter C. Rossin (the "Will"). Article 6 of the Will ("Article 6") provides, among other things, that the residue of the estate of Peter C. Rossin is to be held in trust for the benefit of Ada E. Rossin. A copy of Article 6 is filed as Exhibit 99.1 to this Amendment and is specifically incorporated by reference herein. In accordance with Article 6, on August 30, 2004, 2,160 shares of CTC Common Stock were transferred from the estate of Peter C. Rossin into an irrevocable Non-QTIP trust (the "Non-QTIP Trust") for the benefit of Ada E. Rossin. Ada E. Rossin is the sole trustee and sole beneficiary of the Non-QTIP Trust. As of the date of this Amendment, Peter C. Rossin's estate includes 1,003,725 shares of CTC Common Stock. Ada E. Rossin is one of the trustees and sole non-charitable beneficiary of The Peter C. and Ada E. Rossin 1998 Charitable Remainder Unitrust (the "CRUT"). Following the Merger, the Rossins transferred 278,650 shares of CTC Common Stock to the CRUT. On October 28, 2004, the CRUT sold 25,000 shares of CTC Common Stock at an average price of $47.9241 per share. On October 29, 2004, the CRUT sold 110,225 shares of CTC Common Stock at an average price of $47.5022 per share. On November 1, 2004, the CRUT sold 110,225 shares of CTC Common Stock at an average price of $47.0957 per share. These sales were effected on the open market through broker's transactions. As a result of these sales by the CRUT, there are no shares of CTC Common Stock remaining in the CRUT. Item 4. Purpose of Transaction. (a)-(j) As described in response to Item 3, the Rossins and the Trusts acquired their shares of CTC Common Stock pursuant to the Merger Agreement. Set forth below is a description of certain provisions of the Merger Agreement. Such description is qualified in its entirety by reference to the copy of the Merger Agreement which is incorporated by reference herein from Exhibit 7.1 to the Schedule 13D filed by the Rossins on March 11, 1997. CUSIP No. 144285 10 3 Page 6 of 11 Pages In Section 7.1(a)(iii) of the Merger Agreement, each DI Shareholder has agreed, for the period of time from the Closing Date until the earlier to occur of (a) the date upon which the percentage of the voting power of the CTC Common Stock and any other securities of CTC entitled to vote generally for the election of directors ("CTC Voting Securities") held by the DI Shareholders and their permitted transferees is less than 5% of the voting power of all outstanding CTC Voting Securities or (b) the tenth anniversary of the Closing Date (the "Standstill Term"), not to agree to, arrange for, or effect, the transfer to a single purchaser or a group of purchasers of more than the maximum number of Merger Shares which such DI Shareholder could sell or transfer in compliance with Rule 144(e)(1) under the Securities Act of 1933, as amended (the "Securities Act"), unless such DI Shareholder provides CTC with an opportunity to repurchase such Merger Shares in accordance with the procedures and requirements set forth in that Section 7.1(a)(iii) and Section 7.1(d) of the Merger Agreement. The Standstill Term may terminate sooner than set forth above if certain obligations of CTC with respect to the election of a person designated by the DI Shareholders as a director of CTC are not complied with or a CTC Change of Control (as defined in Section 7.1(f)(ii) of the Merger Agreement) occurs. There are two exceptions to the requirements of Section 7.1(a)(iii) of the Merger Agreement. First, pursuant to Section 7.1(e) of the Merger Agreement, a DI Shareholder may dispose of Merger Shares to a person who is one of certain types of permitted transferees (as defined in Section 7.1(e)(ii) of the Merger Agreement), although some such transferees must take Merger Shares subject to and be fully bound by the terms of the Merger Agreement. Second, pursuant to Section 7.2 of the Merger Agreement, (a) beginning no later than February 28, 1998, the holders of a majority of the Merger Shares may require that CTC file a registration statement under the Securities Act with the Securities and Exchange Commission for the sale of Merger Shares, or (b) if at any time CTC files a registration statement under the Securities Act contemplating a public offering of CTC Voting Securities (with certain exceptions), the DI Shareholders will have the right to have all or a portion of the Merger Shares included in such registration. Pursuant to Section 7.1(a)(iv) of the Merger Agreement, during the Standstill Term, each DI Shareholder may not effect, or offer, seek or propose to effect, or cause to be effected, any (i) acquisition of ownership (including beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of additional shares of CTC Common Stock or any other CTC Voting Securities other than CTC Voting Securities issued pursuant to a stock split or dividend or distribution; (ii) tender or exchange offer, merger or other business combination involving CTC or any of its subsidiaries; or (iii) recapitalization or restructuring resulting in an increase in the proportional percentage of CTC Voting Securities held by such DI Shareholder or liquidation, dissolution or other extraordinary transaction involving CTC or any of its subsidiaries. In addition, DI Shareholders may not, for the duration of the Standstill Term, (a) make or in any way participate in any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under CUSIP No. 144285 10 3 Page 7 of 11 Pages the Exchange Act) with respect to CTC; (b) seek to advise or influence any person (within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting of any CTC Voting Securities; (c) execute any written consent in lieu of a meeting of holders of CTC Voting Securities; (d) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any CTC Voting Securities or otherwise act (other than by the voting of CTC Voting Securities), alone or in concert with others, to seek to control or influence CTC's Board of Directors, management or corporate policies, other than any actions undertaken solely with other DI Shareholders and their permitted transferees; or (e) enter into any negotiations, arrangements, agreements or understandings with any third party with respect to any of the activities described in this paragraph. Pursuant to Section 7.3 of the Merger Agreement, Peter C. Rossin was elected to CTC's Board of Directors as of the Closing Date. After Peter C. Rossin's death, Peter N. Stephans ("Mr. Stephans") was nominated for director by the DI Shareholders and was elected to CTC's Board of Directors. For the duration of the Standstill Term, Mr. Stephans (or another person designated by the DI Shareholders holding a majority of the Merger Shares and reasonably acceptable to CTC) is to be included in the slate of nominees recommended by CTC's Board of Directors to stockholders for election as directors of CTC at each annual meeting of stockholders at which members of the class of directors to which Mr. Stephans is originally appointed are to be elected. All of the shares of CTC Common Stock in the estate of Peter C. Rossin will be distributed pursuant to Article 6 of the Will. Except as set forth above, Ada E. Rossin does not have any plans or proposals which relate to or would result in any of the matters described under Item 4 of Schedule 13D. However, based on CTC's performance and depending upon further evaluation of CTC's business and prospects, and upon future developments (including, without limitation, performance of CTC Common Stock in the market), Ada E. Rossin, to the extent permitted under the Merger Agreement, may from time to time dispose of all or a portion of the shares of CTC Common Stock. Item 5. Interest in Securities of the Issuer. (a) Ada E. Rossin directly beneficially owns 893,885 shares of CTC Common Stock. In addition, Ada E. Rossin may be deemed to indirectly beneficially own (i) 108,844 shares of CTC Common Stock as co-trustee of the Trusts, (ii) 1,003,725 shares of CTC Common Stock as executrix of the estate of Peter C. Rossin and (iii) 2,160 shares of CTC Common Stock as trustee and beneficiary of the Non-QTIP Trust. Accordingly, Ada E. Rossin may be deemed to be the beneficial owner of a total of 2,008,614 shares of CTC Common Stock or approximately 8.45% of the outstanding shares of CTC Common Stock. (b) Ada E. Rossin has sole voting and dispositive power over the 893,885 shares of CTC Common Stock she owns individually and the 2,160 shares of CTC Common Stock in CUSIP No. 144285 10 3 Page 8 of 11 Pages the Non-QTIP Trust. Ada E, Rossin also has sole voting power over the 1,003,725 shares of CTC Common Stock in the estate of Peter C. Rossin. In addition, Ada E. Rossin has shared voting and dispositive power over 108,844 shares of CTC Common Stock pursuant to the Deed of Trust. (c) See response to Item 3. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Set forth in response to Item 4 is a description of certain provisions of the Merger Agreement that may be considered arrangements, understandings or relationships with respect to shares of CTC Common Stock. Such description is qualified in its entirety by reference to the copy of the Merger Agreement which is specifically incorporated by reference herein from Exhibit 7.1 to the Schedule 13D filed by the Rossins on March 11, 1997. The Deed of Trust contains certain provisions that may be considered arrangements, understandings or relationships with respect to shares of CTC Common Stock. The Deed of Trust is specifically incorporated by reference herein from Exhibit 7.2 to the Schedule 13D filed by the Rossins on March 11, 1997. Article 6 of the Will contains certain provisions that may be considered arrangements, understandings or relationships with respect to shares of CTC Common Stock. Article 6 is specifically incorporated by reference herein from Exhibit 99.1 to this Amendment. Except as described above, to the best of her knowledge, Ada E. Rossin does not have any contract, arrangement, understanding or relationship with any person with respect to any securities of CTC, including the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit No. Description ----------- ----------- 7.1 Agreement and Plan of Merger dated January 6, 1997 by and among Dynamet Incorporated, a Pennsylvania corporation, Peter C. Rossin, Peter N. Stephans, Ada E. Rossin, Joan R. Stephans, individually and as trustees, and Carpenter Technology Corporation, a Delaware corporation CUSIP No. 144285 10 3 Page 9 of 11 Pages (incorporated by reference from Exhibit 7.1 to the Schedule 13D filed by Peter C. Rossin and Ada E. Rossin on March 11, 1997). 7.2 Irrevocable Deed of Trust dated as of July 12, 1989 by and between Peter C. Rossin and Ada E. Rossin as the Settlors and Ada E. Rossin and Joan Elizabeth Rossin Stephans as the Trustees (incorporated by reference from Exhibit 7.2 to the Schedule 13D filed by Peter C. Rossin and Ada E. Rossin on March 11, 1997). 24.1 Power of Attorney (filed herewith). 99.1 Article 6 of the Last Will and Testament of Peter C. Rossin, Jr. (filed herewith). CUSIP No. 144285 10 3 Page 10 of 11 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Dated: November 5, 2004 /s/ John A. Martin --------------------------- John A. Martin, Attorney-in-Fact for Ada E. Rossin CUSIP No. 144285 10 3 Page 11 of 11 Pages Exhibit Index --------------- 7.1 Agreement and Plan of Merger dated January 6, 1997 by and among Dynamet Incorporated, a Pennsylvania corporation, Peter C. Rossin, Peter N. Stephans, Ada E. Rossin, Joan R. Stephans, individually and as trustees, and Carpenter Technology Corporation, a Delaware corporation (incorporated by reference from Exhibit 7.1 to the Schedule 13D filed by Peter C. Rossin and Ada E. Rossin on March 11, 1997). 7.2 Irrevocable Deed of Trust dated as of July 12, 1989 by and between Peter C. Rossin and Ada E. Rossin as the Settlors and Ada E. Rossin and Joan Elizabeth Rossin Stephans as the Trustees (incorporated by reference from Exhibit 7.2 to the Schedule 13D filed by Peter C. Rossin and Ada E. Rossin on March 11, 1997). 24.1 Power of Attorney (filed herewith). 99.1 Article 6 of the Last Will and Testament of Peter C. Rossin, Jr. (filed herewith). EX-24 2 rossin_ext24-1.txt EXHIBIT 24.1 EXHIBIT 24.1 ------------ POWER OF ATTORNEY ------------------- KNOW ALL MEN BY THESE PRESENTS, that I, Ada E. Rossin, do hereby make, constitute, designate and appoint John Martin as my true and lawful Attorney-in-Fact, for me and in my name and on my behalf generally: 1. To execute and file any and all documents required to be filed by me with the Securities Exchange Commission ("SEC"), including Forms 4, 5 and 144 and Schedule 13D and all amendments thereto; 2. To do and perform any and all acts which may be necessary or desirable to prepare, complete and execute such Forms 4, 5 and 144 and Schedule 13D, complete and execute any amendment or amendments thereto, and timely deliver and file such forms, schedule or amendments with the SEC and any stock exchange or similar authority; and 3. To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if I was personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the foregoing attorney-in-fact, in serving in such capacity at my request, is not assuming nor relieving any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). I also acknowledge that the foregoing attorney-in-fact does not assume (i) any liability for my responsibility to comply with the requirements of the Exchange Act, (ii) any liability for my failure to comply with such requirements, or (iii) any of my obligations or liabilities for profit disgorgement under Section 16(b) of the Exchange Act. This Power of Attorney shall be effective immediately upon execution and shall be revoked by my giving to such attorney-in-fact acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received. I hereby declare that this Power of Attorney shall not be affected by my disability or incapacity and that as against me and all persons claiming under me, everything which my attorney-in-fact shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument. IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed this 30 day of November, 2003. WITNESS: GRANTOR: /s/ Ada E. Rossin - ------------------------------- -------------------------- Name: Ada E. Rossin EX-99 3 rossin_ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ SIXTH: All the residue of my estate I give to my wife, ADA E. ROSSIN, or to her successor as Trustee, to hold IN TRUST as a Trust Estate. The Trustee shall invest and reinvest the Trust Estate and shall distribute the Income and principal in the manner set forth below. (A) During the life of my wife, ADA E. ROSSIN, if she survives me, the Trustee shall pay the Income quarter-annually to her or for her benefit and shall also pay to her so much or all of the principal as may be necessary, in view of other readily available funds, for her health, maintenance and support. In addition, if my wife is living on the last day of a calendar year, my wife shall have the non-cumulative right, exercisable by written notice delivered to the Trustee at any time during the calendar year, to withdraw from the trust principal an amount not exceeding the greater of Five Thousand Dollars ($5,000) or five percent (5%) of the trust principal on the last day of the calendar year. (B) Upon the death of my wife, if she survives me and if the trust has not already terminated, the remaining principal and any accrued or undistributed Income shall be transferred and delivered to such one or more of my lineal descendants or to a charity, in such portions or amounts and subject to such trusts, terms and conditions as my wife may appoint by specific reference to this Article in her Will. (C) If my wife does not survive me, or if she dies without exercising her power of appointment under this Article in full, the remaining unappointed principal, including any additions from my wife's estate or elsewhere, shall be divided into shares. One share shall equal two-thirds (2/3) of such principal, and shall be for my daughter, JOAN ROSSIN STEPHANS. The other share shall equal one-third (1/3) of such principal and shall be for my son, PETER C. ROSSIN, III. The share of each living child of mine shall be distributed to such child outright and free of trust, and the share of any deceased child shall be distributed to such deceased child's then living issue, per stirpes; PROVIDED, however, that the share of any grandchild of mine under the age of thirty-five (35) years shall be retained in a separate trust, as follows: (1) During the lifetime of each such grandchild, the Trustee shall pay the Income from his or her trust quarter-annually to or for the benefit of said grandchild, and if the Trustee considers the Income to be insufficient, in view of other readily available funds of which he or she has knowledge, to provide for the welfare and comfortable support of said grandchild and his or her family, including educational and funeral expenses, the Trustee is authorized in his or her discretion to use such sums from principal as he or she deems advisable therefor; PROVIDED, however, that prior to said grandchild's twenty-first (21st) birthday, the Trustee may add to principal and invest as such any Income which he or she considers not to be needed for such purposes, and PROVIDED, further, that after his or her twenty-fifth (25th) birthday, said grandchild may withdraw one-third of the principal, and that after said grandchild's thirtieth (30th) birthday, said grandchild may withdraw one-half (1/2) of the principal not already subject to withdrawal. If the principal becomes insufficient in the opinion of the Trustee to warrant the continuance of the trust, the Trustee is authorized in his or her discretion to pay the remaining principal to said grandchild free of trust. (2) Upon said grandchild's thirty-fifth (35th) birthday, the trust shall terminate, and the principal, including any accrued or undistributed income, shall be transferred and delivered to him or her free of trust. In the event of his or her prior death, the principal, including any accrued or undistributed Income, shall be distributed as said grandchild may appoint by specific reference to this Article in his or her Will. Any of such principal which said grandchild does not effectively appoint shall be transferred and delivered to said grandchild's surviving children equally or, if he or she has none, to the then living issue per stirpes of his or her parent who was my child, the share of any other grandchild of mine under such age to be added to his or her separate trust hereunder. (3) Should one of my children have no issue living at the last to occur of his or her death, the death of the survivor of his or her children, or the division into shares under this paragraph (2), any remaining portion of the share of my said child shall be added equally to the share of my other child and shall be held or distributed as if the latter share were being set apart at that time; PROVIDED, however, that if PETER N. STEPHANS is my daughter's widower, one-half (1/2) of whatever remains of my daughter's share shall be distributed to PETER N. STEPHANS, if he survives for more than sixty (60) days the death of the survivor of my daughter, JOAN ROSSIN STEPHANS, and her issue. (4) Notwithstanding the foregoing provisions, if PETER N. STEPHANS acts as Trustee of any trust for the benefit of his children he shall not make any discretionary distributions of Income or principal that would or may have the effect of discharging his legal obligation of support to any person. (5) With respect to trusts created hereunder after the death of the survivor of me and my wife, if the Trustee determines that it would not be in a beneficiary's best interests to distribute to such beneficiary any part of the principal at the time specified herein for distribution of principal, because of extraordinary circumstances (including, but not limited to: potential or actual insolvency; divorce, separation or other marital conflicts; or mental or physical disability or illness) the Trustee is authorized to retain such principal and to continue to hold it in trust as long as the Trustee shall deem advisable including the lifetime of such beneficiary. During such continuing period of trust, the Trustee will have the authority to distribute or withhold Income and principal, as the Trustee, in the Trustee's sole and absolute discretion, determines to be advisable for the welfare, happiness, support and complete education of such beneficiary and his or her issue. Upon the death of such beneficiary, the remaining trust principal, if any, shall be distributed as provided herein as if such beneficiary had predeceased the establishment of the trust for his or her benefit (but such beneficiary shall not be deemed incapable of procreation). (6) If I have no issue living at the death of the survivor of my wife, my children, my grandchildren, if any, and me, any remaining principal shall be distributed as follows: (a) Five Million ($5,000,000) Dollars shall be transferred and delivered to the PITTSBURGH THEOLOGICAL SEMINARY with no restrictions on its use; (b) Five Million ($5,000,000) Dollars shall be transferred and delivered to westminster presbyterian CHURCH, such sum to be designated solely for preventative and corrective maintenance of the church facilities located on Washington Road in Pittsburgh, Pennsylvania; (c) Ten Million ($10,000,000) Dollars shall be transferred and delivered to WASHINGTON & JEFFERSON UNIVERSITY, such sum to be added to the capital building fund of said University; and (d) Any amount remaining in my estate after the above bequests have been satisfied shall be transferred and delivered to LEHIGH UNIVERSITY with no restrictions on its use. (D) My wife, ADA E. ROSSIN, shall be the initial Trustee of the residuary Trust. Upon her death, disability, resignation or refusal or inability to act, the successor Trustee shall be JOAN ROSSIN STEPHANS. Upon the death, disability, resignation or refusal to act of JOAN ROSSIN STEPHANS as successor Trustee hereunder, the successor Trustee shall be PETER N. STEPHANS. Upon the death, disability, resignation or refusal to act of PETER N. STEPHANS as successor Trustee hereunder, the successor Trustee shall be CHARLES J. QUEENAN, JR., Esquire and his successor shall be J. ROBERT VAN KIRK, Esquire. After the death, disability, resignation or refusal to act of all the Trustees named in this Paragraph (D), PNC BANK, NATIONAL ASSOCIATION, shall be the successor Trustee. (E) Upon the appointment of a successor Trustee hereunder, the Trustee then serving shall deliver custody of the trust assets to the successor Trustee, after such account, receipt and release as the predecessor and successor Trustee deems reasonable under the circumstances. -----END PRIVACY-ENHANCED MESSAGE-----