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UNITED STATES |
OMB APPROVAL |
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SECURITIES
AND EXCHANGE |
OMB Number: |
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Washington, D.C. 20549 |
Expires: December 31, 2005 |
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SCHEDULE
13D |
Estimated average burden hours per response. . 11 |
SEI Investments Company
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
784117 10 03
(CUSIP Number)
N. Jeffrey Klauder
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required 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).
CUSIP No. 78117 10 3 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
Security and Issuer |
This Amendment No. 5 (this Amendment) amends the Schedule 13D filed on March 14, 1984 by Alfred P. West, Jr., as amended by Amendment No. 1 filed on December 30, 1991, Amendment No. 2 filed on April 9, 1998, Amendment No. 3 filed on May 15, 1998 and Amendment No. 4 filed on April 16, 2003 (as so amended, the Schedule 13D), with respect to shares of common stock, $0.01 par value (the Common Stock), of SEI Investments Company (the Issuer), as follows: |
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Item 4. |
Purpose of Transaction |
Other than as described in Item 6 below, Mr. West has no present plan or proposal that would result in or relate to any of the transactions in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
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Item 5. |
Interest in Securities of the Issuer |
Mr. West beneficially owns 21,464,976 shares of Common Stock as of the date hereof, which represents approximately 20.74% of the Issuers Common Stock based on 103,512,610 shares of Common Stock outstanding as of April 30, 2004, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, as filed with the Securities and Exchange Commission on May 10, 2004. This amount includes: (i) 11,439,039 shares held by Mr. West directly; (ii) 24,000 shares held by Mr. Wests wife; (iii) 4,850,783 shares held in trusts for the benefit of Mr. Wests children (the Childrens Trusts), of which trusts Mr. Wests wife is a trustee or co-trustee; (iv) 66,692 shares held in a trust for the benefit of Mr. Wests mother and certain descendants of Mr. Wests father, of which trust Mr. West is a trustee; (v) 6,297 shares held in a charitable trust of which Mr. West is a trustee; (vi) 96,000 shares held in a trust for the benefit of William M. Dorans children, of which trust Mr. West is a trustee; and (vii) 48,000 shares that may be acquired upon exercise of stock options exercisable within 60 days of March 1, 2003 held in the same trust for the benefit of William M. Dorans children, of which Mr. West is a trustee. This amount also includes: (i) 4,537,500 shares held by APWest Associates, L.P., a limited partnership of which Mr. West is the sole general partner; (ii) 364,465 shares held by West Family Foundation, of which Mr. West is a director and officer and, accordingly, shares voting and investment power; and (iii) 32,200 shares held by West Senior Securities Fund, L.P., a limited partnership in which a trust of which Mr. West is a trustee holds a 1% general partnership interest and a 9.5% limited partnership interest. |
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The following transactions took place since the filing of Amendment No. 4: (i) Mr. West sold an aggregate of 637,562 directly held shares and made gifts of an aggregate of 135,942 directly held shares; (ii) the Childrens Trusts sold an aggregate of 88,938 shares; (iii) West Family Foundation made gifts of an aggregate of 41,681 shares; and (iv) pursuant to its dissolution, the Alfred P. West 1998 Grantor Retained Annuity Trust V, of which Mr. West was the sole trustee, transferred an aggregate of 2,773,883 shares, of which 333,765 shares were transferred to Mr. Wests direct holdings. Of these transactions, the following took place during the 60 days prior to the filing of this Amendment: |
Holder of Shares |
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Type of Transaction |
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Number of |
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Price Per |
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Alfred P. West, Jr., individually |
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05/28/04 |
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Gifts to non-affiliates |
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19,787 |
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N/A |
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Alfred P. West, Jr., individually |
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06/08/04 |
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Open market sales |
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119,990 |
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$ |
29.50 |
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Alfred P. West, Jr., individually |
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06/09/04 |
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Open market sales |
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48,672 |
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$ |
29.13 |
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Alfred P. West, Jr., individually |
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06/10/04 |
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Open market sales |
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16,900 |
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$ |
29.00 |
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Childrens Trusts |
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06/08/04 |
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Open market sales |
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57,510 |
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$ |
29.50 |
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Childrens Trusts |
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06/09/04 |
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Open market sales |
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23,328 |
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$ |
29.13 |
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Childrens Trusts |
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06/10/04 |
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Open market sales |
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8,100 |
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$ |
29.00 |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
On September 16, 2002, Mr. West and his wife entered into a collateral agreement, as amended on November 25, 2002 and July 31, 2003 (the West Collateral Agreement), with JP Morgan Chase Bank and its subsidiaries and affiliates (JP Morgan), pursuant to which, among other things, and subject to certain limitations, Mr. West and his wife pledged to JP Morgan approximately 11,878,778 shares of the Common Stock of the Issuer held directly or indirectly by Mr. West, subject to adjustment (there are 11,504,611 shares pledged as of the date hereof under the West Collateral Agreement), as security for certain loans, letters of credit or other financial accommodations extended by JP Morgan to Mr. West and his wife. |
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On September 16, 2002, the West Family Foundation entered into a collateral agreement, as amended on November 25, 2002 and July 31, 2003 (the Foundation Collateral Agreement), with JP Morgan, pursuant to which, among other things, and subject to certain limitations, the West Family Foundation pledged to JP Morgan approximately 109,200 shares of the Common Stock of the Issuer held by the West Family Foundation, subject to adjustment (there are 123,852 shares pledged as of the date hereof under the Foundation Collateral Agreement), as security for certain loans, letters of credit or other financial accommodations extended by JP Morgan to the West Family Foundation. |
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On September 16, 2002, certain of the Childrens Trusts entered into collateral agreements, as amended on November 25, 2002 and July 31, 2003 (the Trust Collateral Agreements) with JP Morgan, pursuant to which, among other things, and subject to certain limitations, these trusts pledged to JP Morgan approximately 2,806,030 shares of the Common Stock of the Issuer held by these trusts, subject to adjustment (there are 2,806,030 shares pledged as of the date hereof under the Trust Collateral Agreements), as security for certain loans, letters of credit or other financial accommodations extended by JP Morgan to these trusts. |
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The West Collateral Agreement, the Foundation Collateral Agreement and the Trust Collateral Agreements are referred to collectively herein as the Collateral Agreements. These Collateral Agreements provide that, subject to certain limitations, upon specified events of default, JP Morgan will obtain both voting and dispositive power with respect to the shares of Common Stock covered by the Collateral Agreements. |
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The descriptions of the Collateral Agreements are qualified by reference to the respective Collateral Agreements, copies of which are filed as exhibits to the Schedule 13D. Please read these exhibits for further information regarding the Collateral Agreements. |
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Item 7. |
Material to Be Filed as Exhibits |
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99.1 |
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Collateral Agreement, dated as of September 16, 2002, as amended on November 25, 2002, by and among JP Morgan Chase Bank, Alfred P. West, Jr. and Loralee S. West, incorporated herein by reference to Exhibit 99.1 to Amendment No. 4 to the Schedule 13D filed by Alfred P. West, Jr. on April 16, 2003. |
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99.2 |
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Collateral Agreement, dated as of September 16, 2002, as amended on November 25, 2002, by and between JP Morgan Chase Bank and the West Family Foundation, incorporated herein by reference to Exhibit 99.2 to Amendment No. 4 to the Schedule 13D filed by Alfred P. West, Jr. on April 16, 2003. |
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99.3 |
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Collateral Agreement, dated as of September 16, 2002, as amended on November 25, 2002, by and among JP Morgan Chase Bank and Loralee S. West and William M. Doran as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr. for the benefit of Angela Paige West, incorporated herein by reference to Exhibit 99.3 to Amendment No. 4 to the Schedule 13D filed by Alfred P. West, Jr. on April 16, 2003. |
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99.4 |
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Collateral Agreement, dated as of September 16, 2002, as amended on November 25, 2002, by and among JP Morgan Chase Bank and Loralee S. West and William M. Doran as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr. for the benefit of Andrew Palmer West, incorporated herein by reference to Exhibit 99.4 to Amendment No. 4 to the Schedule 13D filed by Alfred P. West, Jr. on April 16, 2003. |
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99.5 |
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Amendment to Collateral Agreement, dated as of July 31, 2003, by and among JP Morgan Chase Bank, Alfred P. West, Jr. and Loralee S. West. |
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99.6 |
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Amendment to Collateral Agreement, dated as of July 31, 2003, by and between JP Morgan Chase Bank and the West Family Foundation. |
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99.7 |
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Amendment to Collateral Agreement, dated as of July 31, 2003, by and among JP Morgan Chase Bank and Loralee S. West and William M. Doran as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr. for the benefit of Angela Paige West. |
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99.8 |
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Amendment to Collateral Agreement, dated as of July 31, 2003, by and among JP Morgan Chase Bank and Loralee S. West and William M. Doran as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr. for the benefit of Andrew Palmer West. |
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5
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.
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July 7, 2004 |
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Date |
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Signature |
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Name/Title |
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Exhibit 99.5
July 31, 2003
Alfred P. West, Jr.
Loralee S. West
12 Greenbriar Lane
Paoli, PA 19301
Dear Mr. and Mrs. West:
Reference is made to the Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Alfred P. West, Jr. and Loralee S. West (the Collateral Agreement) and the other Collateral Agreements identified on Annex A hereto (collectively, the Collateral Agreements). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Collateral Agreement.
The parties hereto acknowledge their mutual intention that the arrangements contemplated by the Collateral Agreements not result in the Bank falling within the definition of an Acquiring Person for purposes of that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company. Accordingly, as a matter of clarification, each of the parties hereto agree that the Collateral Agreement is hereby amended by inserting a new Section 13(g) into the Collateral Agreement:
(g) Notwithstanding the foregoing or anything else to the contrary in this Agreement, at any time so long as that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company (including, without limitation, any extension thereof or any succeeding comparable rights agreement or plan) remains in effect, upon a Default, the Bank shall not be entitled to exercise any rights or remedies otherwise contemplated by this Agreement or by the other Collateral Agreements in respect of shares of SEI Investments Company that constitute Collateral under this Agreement or under the other Collateral Agreements to the extent that such exercise would result in the Bank acquiring or having the right to acquire, vote or dispose of shares of SEI Investment Company that constitute more than 19.9% of the shares then outstanding.
This amendment to the Collateral Agreement shall be deemed effective as of September 16, 2002. Please confirm your agreement to the foregoing by signing the enclosed copy of this letter in the space provided below and returning it to me.
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Very truly yours, |
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JPMorgan Chase Bank |
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By: |
/s/ Amanda S. Elliott |
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Name: |
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Acknowledged and agreed to: |
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/s/ Alfred P. West, Jr. |
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Alfred P. West, Jr. |
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/s/ Loralee S. West |
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Loralee S. West |
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Annex A
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Alfred P. West, Jr. and Loralee S. West |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and the West Family Foundation |
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3. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Angela Paige West |
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4. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West, William M. Doran, and Angela Paige West, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Andrew Palmer West |
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5. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Angela Paige West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Angela Paige West |
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6. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Andrew Palmer West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Andrew Palmer West |
Exhibit 99.6
July 31, 2003
The West Family Foundation
12 Greenbriar Lane
Paoli, PA 19301
Dear Mr. West:
Reference is made to the Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and The West Family Foundation (the Collateral Agreement) and the other Collateral Agreements identified on Annex A hereto (collectively, the Collateral Agreements). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Collateral Agreement.
The parties hereto acknowledge their mutual intention that the arrangements contemplated by the Collateral Agreements not result in the Bank falling within the definition of an Acquiring Person for purposes of that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company. Accordingly, as a matter of clarification, each of the parties hereto agree that the Collateral Agreement is hereby amended by inserting a new Section 13(g) into the Collateral Agreement:
(g) Notwithstanding the foregoing or anything else to the contrary in this Agreement, at any time so long as that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company (including, without limitation, any extension thereof or any succeeding comparable rights agreement or plan) remains in effect, upon a Default, the Bank shall not be entitled to exercise any rights or remedies otherwise contemplated by this Agreement or by the other Collateral Agreements in respect of shares of SEI Investments Company that constitute Collateral under this Agreement or under the other Collateral Agreements to the extent that such exercise would result in the Bank acquiring or having the right to acquire, vote or dispose of shares of SEI Investment Company that constitute more than 19.9% of the shares then outstanding.
This amendment to the Collateral Agreement shall be deemed effective as of September 16, 2002. Please confirm your agreement to the foregoing by signing the enclosed copy of this letter in the space provided below and returning it to me.
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Very truly yours, |
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JPMorgan Chase Bank |
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By: |
/s/ Amanda S. Elliott |
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Name: |
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Title: |
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Acknowledged and agreed to: |
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The West Family Foundation |
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By: |
/s/ Alfred P. West, Jr. |
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Name: Alfred P. West, Jr. |
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Title: President |
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Annex A
1. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Alfred P. West, Jr. and Loralee S. West |
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2. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and the West Family Foundation |
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3. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Angela Paige West |
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4. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Andrew Palmer West |
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5. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Angela Paige West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Angela Paige West |
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6. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Andrew Palmer West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Andrew Palmer West |
Exhibit 99.7
July 31, 2003
Mrs. Loralee S. West
Mr. William M. Doran
Ms. Angela Paige West
12 Greenbriar Lane
Paoli, PA 19301
Dear Mrs. West, Mr. Doran and Ms. West:
Reference is made to the Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust, dated as of December 22, 1980, established by Alfred P. West, Jr., for the benefit of Andrew Palmer West (the Collateral Agreement) and the other Collateral Agreements identified on Annex A hereto (collectively, the Collateral Agreements). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Collateral Agreement.
The parties hereto acknowledge their mutual intention that the arrangements contemplated by the Collateral Agreements not result in the Bank falling within the definition of an Acquiring Person for purposes of that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company. Accordingly, as a matter of clarification, each of the parties hereto agree that the Collateral Agreement is hereby amended by inserting a new Section 13(g) into the Collateral Agreement:
(g) Notwithstanding the foregoing or anything else to the contrary in this Agreement, at any time so long as that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company (including, without limitation, any extension thereof or any succeeding comparable rights agreement or plan) remains in effect, upon a Default, the Bank shall not be entitled to exercise any rights or remedies otherwise contemplated by this Agreement or by the other Collateral Agreements in respect of shares of SEI Investments Company that constitute Collateral under this Agreement or under the other Collateral Agreements to the extent that such exercise would result in the Bank acquiring or having the right to acquire, vote or dispose of shares of SEI Investment Company that constitute more than 19.9% of the shares then outstanding.
This amendment to the Collateral Agreement shall be deemed effective as of September 16, 2002. Please confirm your agreement to the foregoing by signing the enclosed copy of this letter in the space provided below and returning it to me.
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Very truly yours, |
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JPMorgan Chase Bank |
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By: |
Amanda S. Elliott |
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Name: |
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Title: |
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Acknowledged and agreed to: |
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Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust, dated as of December 22, 1980, established by Alfred P. West, Jr., for the benefit of Andrew Palmer West |
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By: |
/s/ Loralee S. West |
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Name: Loralee S. West |
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Title: Trustee |
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By: |
/s/ William M. Doran |
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Name: William M. Doran |
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Title: Trustee |
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By: |
/s/ Angela Paige West |
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Name: Angela Paige West |
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Title: Trustee |
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Annex A
1. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Alfred P. West, Jr. and Loralee S. West |
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2. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and the West Family Foundation |
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3. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West and William M. Doran, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Angela Paige West |
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4. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West and William M. Doran, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Andrew Palmer West |
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5. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Angela Paige West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Angela Paige West |
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6. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Andrew Palmer West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Andrew Palmer West |
Exhibit 99.8
July 31, 2003
Mrs. Loralee S. West
Mr. William M. Doran
12 Greenbriar Lane
Paoli, PA 19301
Dear Mrs. West, Mr. Doran and Ms. West:
Reference is made to the Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, and Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust, dated as of December 22, 1980, established by Alfred P. West, Jr., for the benefit of Angela Paige West (the Collateral Agreement) and the other Collateral Agreements identified on Annex A hereto (collectively, the Collateral Agreements). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Collateral Agreement.
The parties hereto acknowledge their mutual intention that the arrangements contemplated by the Collateral Agreements not result in the Bank falling within the definition of an Acquiring Person for purposes of that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company. Accordingly, as a matter of clarification, each of the parties hereto agree that the Collateral Agreement is hereby amended by inserting a new Section 13(g) into the Collateral Agreement:
(g) Notwithstanding the foregoing or anything else to the contrary in this Agreement, at any time so long as that certain Rights Agreement, dated as of December 10, 1998, between SEI Investments Company and American Stock Transfer & Trust Company (including, without limitation, any extension thereof or any succeeding comparable rights agreement or plan) remains in effect, upon a Default, the Bank shall not be entitled to exercise any rights or remedies otherwise contemplated by this Agreement or by the other Collateral Agreements in respect of shares of SEI Investments Company that constitute Collateral under this Agreement or under the other Collateral Agreements to the extent that such exercise would result in the Bank acquiring or having the right to acquire, vote or dispose of shares of SEI Investment Company that constitute more than 19.9% of the shares then outstanding.
This amendment to the Collateral Agreement shall be deemed effective as of September 16, 2002. Please confirm your agreement to the foregoing by signing the enclosed copy of this letter in the space provided below and returning it to me.
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Very truly yours, |
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JPMorgan Chase Bank |
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By: |
/s/ Amanda S. Elliott |
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Name: |
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Title: |
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Acknowledged and agreed to: |
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Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust, dated as of December 22, 1980, established by Alfred P. West, Jr., for the benefit of Angela Paige West |
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By: |
/s/ Loralee S. West |
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Name: Loralee S. West |
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Title: Trustee |
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By: |
/s/ William M. Doran |
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Name: William M. Doran |
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Title: Trustee |
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By: |
/s/ Angela Paige West |
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Name: Angela Paige West |
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Title: Trustee |
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Annex A
1. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Alfred P. West, Jr. and Loralee S. West |
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2. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and the West Family Foundation |
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3. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Angela Paige West |
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4. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank, Loralee S. West, William M. Doran and Angela Paige West, as Trustees under the Agreement of Trust dated December 22, 1980, established by Alfred P. West, Jr., for the benefit of Andrew Palmer West |
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5. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Angela Paige West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Angela Paige West |
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6. |
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Collateral Agreement, dated as of September 16, 2002 and subsequently amended on November 25, 2002, by and among JPMorgan Chase Bank and Andrew Palmer West as Trustee under the Trust Agreement dated September 1, 1998 (GRAT II) for the benefit of Andrew Palmer West |