UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 10, 2005
Commission File Number: 1-9852
CHASE CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts |
11-1797126 |
(State or other jurisdiction of incorporation of
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(I.R.S. Employer Identification No.) |
26 Summer Street, Bridgewater, Massachusetts 02324
(Address of Principal Executive Offices, Including Zip Code)
(508) 279-1789
(Registrants Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 - Entry into Material Definitive Agreement
On January 10, 2005, Chase Corporation (the Company) and Peter R. Chase, its President and Chief Executive Officer (the Executive) entered into a Split Dollar Agreement and separately a Life Insurance Reimbursement Agreement.
In connection with the non-qualified Employees Supplemental Pension and Savings Plan (the SERP) established by the Company, the Company restructured the split dollar life insurance program for its Executive which was previously entered into in 1997. The program was restructured as a result of the enactment of the Sarbanes-Oxley Act and the issuance by the Internal Revenue Service of regulations relating to the treatment of so-called equity split dollar arrangements. Under the restructured arrangement the Company has entered into the Split Dollar Agreement dated January 10, 2005 with the Executive in recognition of the Executives valuable services to the Company and the voluntary transfer as part of the restructuring program by the Executive to the Company of life insurance policies, which were owned by the Executive and subject to a collateral assignment split dollar agreement with the Company.
Under the Split Dollar Agreement the Company has purchased a life insurance policy on the Executives life from the John Hancock Variable Life Insurance Company (the Policy) in the total face amount of $7,500,000 and level Death Benefit Option as defined in the Split Dollar Agreement.
The Company agrees to reimburse the Executive, as defined in the Life Insurance Reimbursement Agreement, for the cost of premiums to be incurred by the Executive for certain policies owned by the Executive and which provide a $5,000,000 death benefit to the beneficiaries specified by the Executive. The Company agrees to pay the Executive annual or semi-annual bonus payments for a period of nine years commencing January 10, 2005. The amount of each bonus will be calculated so as to provide an amount such that the after tax proceeds to the Executive will be sufficient to pay the premiums of the foregoing life insurance benefit.
Item 9.01 - Financial Statements and Exhibits
Exhibit No. |
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Description |
10.1 |
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Life Insurance Reimbursement Agreement between the Chase Corporation and Peter R. Chase dated January 10, 2005. |
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10.2 |
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Split-Dollar Agreement between Chase Corporation and Peter R. Chase dated January 10, 2005 |
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10.3 |
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Split Dollar Endorsement dated January 10, 2005 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Chase Corporation |
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Dated: January 12, 2005 |
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By: |
/s/ Peter. R. Chase |
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Peter R. Chase |
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President and Chief Executive Officer |
EXHIBIT INDEX
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Description |
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10.1 |
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Life Insurance Reimbursement Agreement between the Chase Corporation and Peter R. Chase dated January 10, 2005. |
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10.2 |
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Split-Dollar Agreement between Chase Corporation and Peter R. Chase dated January 10, 2005 |
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10.3 |
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Split Dollar Endorsement dated January 10, 2005 |
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Exhibit 10.1
Life Insurance Reimbursement Agreement
In connection with the non-qualified EMPLOYEES SUPPLEMENTAL PENSION AND SAVINGS PLAN (the SERP) established by Chase Corporation (the Company), the Company structured a split dollar life insurance program for its President, Peter R. Chase (the Executive) in 1997. The program was restructured as a result of the enactment of Sarbanes-Oxley and the issuance by the Internal Revenue Service of regulations relating to the treatment of so-called equity split dollar arrangements. Under the restructured arrangement the Company has entered into the SPLIT DOLLAR AGREEMENT dated January 10, 2005 with the Executive (the Split Dollar Agreement). The Company is entering into this agreement in recognition of the Executives valuable services to the Company and the voluntary transfer as part of the restructuring program by the Executive to the Company of life insurance policies, which were owned by the Executive and subject to a collateral assignment split dollar agreement with the Company. The Company agrees to reimburse the Executive, as hereinafter provided, for the cost of premiums to be incurred by him under Travelers policies, 7443053 and 7443054, which policies are owned by the Executive and which provide a $5,000,000 death benefit to the beneficiaries specified therein.
The Company hereby agrees to pay the Executive annual or semi-annual bonus payments for a period of nine years commencing January 10, 2005. The amount of each bonus will be calculated so as to provide an amount such that the after tax proceeds to the Executive will be sufficient to pay the premiums of the foregoing life insurance benefit.
The timing of payments hereunder will be coordinated between the Executive and the Companys Compensation and Management Development Committee so that the premiums may be paid on or before their due dates or any applicable grace period. Notwithstanding the foregoing, the timing of payments hereunder shall be automatically amended to the extent necessary to comply with regulations that may be adopted by the Internal Revenue service pursuant to IRC s. 409A.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, under seal, in duplicate, as of the day and year first above written.
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CHASE CORPORATION |
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Date: |
January 10, 2005 |
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By: |
/s/ Everett Chadwick |
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Treasurer |
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/s/ Peter R. Chase |
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Executive |
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Exhibit 10.2
SPLIT-DOLLAR AGREEMENT
BETWEEN
CHASE CORPORATION AND PETER R. CHASE
THIS AGREEMENT made and entered into this 10 th day of January, 2005, effective as of the 23 rd day of June, 2004, by and between Chase Corporation, a Massachusetts corporation, with principal offices and place of business in the State of Massachusetts (the Corporation), and Peter R. Chase, an individual residing in the State of Massachusetts (the Employee),
WITNESSETH THAT:
WHEREAS, the Employee is employed by the Corporation; and
WHEREAS, the Employee wishes to provide life insurance protection for his family in the event of his death, under the Policy; and
WHEREAS, the Corporation is willing to pay the premiums due on the Policy as an additional employment benefit for the Employee, on the terms and conditions hereinafter set forth; and
WHEREAS, the Corporation is the owner of the Policy and, as such, possesses all incidents of ownership in and to the Policy; and
WHEREAS, the Corporation wishes to retain such ownership rights, in order to secure payment of the amount due it hereunder;
NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein, the parties hereto agree as follows:
ARTICLE 1
Definitions
Except as may otherwise be provided in the Policies, the following terms shall have the meaning hereinafter indicated whenever used in this Plan with initial capital letters:
Agreement . Agreement means this Split-Dollar Agreement between Chase Corporation and Peter R. Chase.
Corporation . Corporation means the Chase Corporation or any successor in interest.
Corporations Cumulative Costs . Corporations Cumulative Costs means, as of the date of determination, the sum of (1) the premiums paid by the Corporation on the Policy under this Agreement; (2) the total premiums paid by the Corporation on policy number 610005816 and 610027318, issued by ING Security Life Insurance Company under the split-dollar agreement between the Corporation and the Employee entered into as of June 23, 1997, as amended, which is $1,273,507; and (3) the additional amounts as outlined on Schedule 1 attached hereto and by reference made a part hereof.
Corporations Policy Interest . Corporations Policy Interest means, as of the date of determination, greater of (1) the Cash Value of the Policy, less any outstanding indebtedness incurred by the Company and secured by such Policy, including any unpaid interest on such indebtedness, and (2) the sum of the Corporations Cumulative Costs.
Cash Surrender Value . The Cash Value shall have the meaning stated in the Policy, but shall be determined without regard to surrender charges or other similar charges or reductions.
Death Benefit Option . Death Benefit Option shall have the meaning stated in the Policy.
Employee . Employee means Peter R. Chase.
Face Amount of Insurance . Face Amount of Insurance shall have the meaning stated in the Policy.
Insurer . Insurer means John Hancock Variable Life Insurance Company.
Policy . Policy means the policy of life insurance on the Employees life acquired from the Insurer to provide the life insurance benefits under the Agreement, which is described in Exhibit A attached hereto and by this reference made a part hereof.
Planned Annual Premium . Planned Annual Premium shall have the meaning stated in the Policy.
ARTICLE 2
Rights and Obligations with Respect to Policies
2.3.2 Limitations on Corporations Rights in Policy . Except as otherwise provided herein, the Corporation shall not sell, assign, transfer, surrender or cancel the Policy, change the beneficiary designation provisions of the Policy applicable to the Employees share of the Policy death benefit, change the Death Benefit Option of the Policy, nor decrease the Face Amount of Insurance of the Policy without, in any such case, the express written consent of the Employee.
2.3.3 Policy Loans . The Corporation may pledge or assign the Policy, subject to the terms and conditions of this Agreement, for the sole purpose of securing a loan from the Insurer or from a third party. Interest charges on such loan shall be paid by the Corporation. If the Corporation so encumbers the Policy, other than by a policy loan from the Insurer, then, upon the death of the Employee, the Corporation shall promptly take all action necessary to secure the release or discharge of such encumbrance.
ARTICLE 3
Named Fiduciary, Determination of Benefits, Claims Procedure and Administration .
3.1 Named Fiduciary . The Corporation is hereby designated as the named fiduciary under this Agreement. The named fiduciary shall have authority to control and manage the operation and administration of this Agreement, and it shall be responsible for establishing and carrying out a funding policy and method consistent with the objectives of this Agreement.
3.2.1 Claim Decision Upon receipt of a claim, the First Level Reviewer shall advise the Claimant that a reply will be forthcoming within a reasonable period of time, but ordinarily not later than ninety (90) days, and shall, in fact, deliver such reply within such period. However, the First Level Reviewer may extend the reply period for an additional ninety (90) days for reasonable cause. If the reply period will be extended, the First Level Reviewer shall advise the Claimant in writing during the initial ninety (90) day period indicating the special circumstances requiring an extension and the date by which the First Level Reviewer expects to render the benefit determination.
If the claim is denied in whole or in part, the First Level Reviewer will render a written opinion, using language calculated to be understood by the Claimant, setting forth:
(1) the specific reason or reasons for the denial;
(2) the specific references to pertinent Plan provisions on which the denial is based;
(3) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such material or such information is necessary;
(4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, including a statement of the Claimants right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review; and
(5) the time limits for requesting a review of the denial under Subsection C hereof and for the actual review of the denial under Subsection D hereof.
3.2.2 Request for Review Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation ( the Second Level Reviewer) review the First Level Reviewers prior determination. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his or her duly authorized representative may submit written comments, documents, records or other information relating to the denied claim, which such information shall be considered in the review under this subsection without regard to whether such information was submitted or considered in the initial benefit determination.
The Claimant or his or her duly authorized representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information which (i) was relied upon by the First Level Reviewer in making its initial claims decision, (ii) was submitted, considered or generated in the course of the First Level Reviewer making its initial claims decision, without regard to whether such instrument was actually relied upon by the First Level Reviewer in making its decision or (iii) demonstrates compliance by the First Level Reviewer with its administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with this Agreement and that, where appropriate, the provisions of this Agreement have been applied consistently with respect to similarly situated claimants. If the Claimant does not request a review of the First Level Reviewers determination within such sixty (60) day period, he or she shall be barred and stopped from challenging such determination.
3.2.3 Review of Decision. Within a reasonable period of time, ordinarily not later than sixty (60) days, after the Second Level Reviewers receipt of a request for review, it will review the First Level Reviewers prior determination. If special circumstances require that the sixty (60) day time period be extended, the Second Level Reviewer will so notify the Claimant within the initial sixty (60) day period indicating the special circumstances requiring an extension and the date by which the Second Level Reviewer expects to render its decision on review, which shall be as soon as possible but not later than 120 days after receipt of the request for review. In the event that the Second Level Reviewer extends the determination period on review due to a Claimants failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall not take into account the period beginning on the date on which notification of extension is sent to the Claimant and ending on the date on which the Claimant responds to the request for additional information.
The Second Level Reviewer has discretionary authority to determine a Claimants eligibility for benefits and to interpret the terms of this Agreement. Benefits under this Agreement will be paid only if the Second Level Reviewer decides in its discretion that the Claimant is entitled to such benefits. The decision of the Second Level Reviewer shall be final and non-reviewable, unless
found to be arbitrary and capricious by a court of competent review. Such decision will be binding upon the Employer and the Claimant.
If the Second Level Reviewer makes an adverse benefit determination on review, the Second Level Reviewer will render a written opinion, using language calculated to be understood by the Claimant, setting forth:
(1) t he specific reason or reasons for the denial;
(2) the specific references to pertinent Plan provisions on which the denial is based;
(3) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information which (i) was relied upon by the Second Level Reviewer in making its decision, (ii) was submitted, considered or generated in the course of the Second Level Reviewer making its decision, without regard to whether such instrument was actually relied upon by the Second Level Reviewer in making its decision or (iii) demonstrates compliance by the Second Level Reviewer with its administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with this Agreement, and that, where appropriate, the provisions of this Agreement have been applied consistently with respect to similarly situated claimants; and
(4) a statement of the Claimants right to bring a civil action under Section 502(a) of ERISA following the adverse benefit determination on such review.
ARTICLE 4
Miscellaneous
4.1 Insurer Not a Party . The Insurer shall be fully discharged from its obligations under the Policy by payment of the Policy death benefit to the beneficiary or beneficiaries named in the Policy, subject to the terms and conditions of the Policy. In no event shall the Insurer be considered a party to this Agreement, or any modification or amendment hereof. No provision of this Agreement, nor of any modification or amendment hereof, shall in any way be construed as enlarging, changing, varying, or in any other way affecting the obligations of the Insurer as expressly provided in the Policy, except insofar as the provisions hereof are made a part of the Policy by the beneficiary designation executed by the Corporation and filed with the Insurer in connection herewith.
4.2 Amendment . This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto, or their respective successors or assigns, and may not be otherwise terminated except as provided herein.
4.3 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Corporation and its successors and assigns, and the Employee, his successors, assigns, heirs, executors, administrators and beneficiaries.
4.4 Notices . Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such partys last known address as shown on the
records of the Corporation. The date of such mailing shall be deemed the date of notice, consent or demand.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, as of the day and year first above written.
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CHASE CORPORATION |
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By: |
/s/ Everett Chadwick |
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Treasurer & CFO |
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/s/ Peter R. Chase |
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Peter R. Chase |
Employee |
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Witness: |
/s/ Paula M Myers |
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EXHIBIT A
The following life insurance Policy is subject to the Split-Dollar Agreement to which this Exhibit is attached:
Insurer: |
John Hancock Variable Life Insurance Company |
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Insured: |
Peter R. Chase |
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Policy Number: |
52860001 |
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Date of Issue: |
June 23, 2004 |
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Face Amount: |
$7,500,000 |
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Death Benefit Option: |
Level |
EXHIBIT B
THIS ASSIGNMENT, dated this day of , 20 .
WITNESSETH THAT:
WHEREAS, the undersigned (the Assignor) is the Employee under that certain Split-Dollar Agreement between Chase Corporation, a Massachusetts corporation (the Corporation) and Peter R. Chase, dated January 10,,2005, effective as of June 23, 2004 (the Split-Dollar Agreement), which Split-Dollar Agreement confers upon the undersigned certain rights and benefits with regard to one or more policies of insurance insuring the Assignors life; and
WHEREAS, pursuant to the provisions of said Split-Dollar Agreement, the Assignor retained the right, exercisable by the execution and delivery to the Corporation of a written form of assignment, to absolutely and irrevocably assign all of the Assignors right, title and interest in and to said Split-Dollar Agreement to an assignee; and
WHEREAS, the Assignor desires to exercise said right;
NOW, THEREFORE, the Assignor, without consideration, and intending to make a gift, hereby absolutely and irrevocably assigns, gives, grants and transfers to (the Assignee), all of the Assignors right, title and interest in and to the Split-Dollar Agreement and said policies of insurance, intending that, from and after this date, the Split-Dollar Agreement be solely between the Corporation and the Assignee and that hereafter the Assignor shall neither have nor retain any right, title or interest therein.
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Peter R. Chase, Assignor |
ACCEPTANCE OF ASSIGNMENT
The undersigned Assignee hereby accepts the above assignment of all right, title and interest of the Assignor therein in and to the Split-Dollar Agreement, and the undersigned hereby agrees to be bound by all of the terms and conditions of said Split-Dollar Agreement, as if the original Employee thereunder.
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Trustee, Assignee |
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Dated: , 20 |
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CONSENT TO ASSIGNMENT
The undersigned Corporation hereby consents to the foregoing assignment of all of the right, title and interest of the Assignor in and to the Split-Dollar Agreement, to the Assignee designated therein. The undersigned Corporation hereby agrees that, from and after the date hereof, the undersigned Corporation shall look solely to such Assignee for the performance of all obligations under said Split-Dollar Agreement which were heretofore the responsibility of the Assignor, shall allow all rights and benefits provided therein to the Assignor to be exercised only by said Assignee, and shall hereafter treat said Assignee in all respects as if the original Employee thereunder.
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CHASE CORPORATION |
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By: |
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Dated: , 20 |
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Exhibit 10.3
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Split Dollar Endorsement |
Policy Number: 52860001 |
Insured: Peter R. Chase |
The Company (hereafter called the Insurer) is directed to modify the policy numbered above as follows. The Company shall be defined as the company that issued the policy.
It is John Hancock Variable Life Insurance Company.
POLICY ENDORSEMENT: The following Endorsement is hereby made a part of this policy to which a copy is attached.
OWNER Chase Corporation.
ASSIGNEE Peter R. Chase
ASSIGNEES BENEFICIARY Peter R. Chase Trust U/T/D 9/27/04.
1. OWNERSHIP, During the insureds lifetime:
(a) The owner shall have all rights in the policy, subject to the limitations of this Endorsement and to section (c),
(b) The assignee shall have the right to designate the beneficiary and to elect an income settlement option with respect to that portion of the death proceeds specified in 2(b) below.
(c) The owner retains the right to make loans against the policy and to receive the cash values. For any loans against the policy or receipt of any amount, the signature of the owner shall be sufficient.
2. BENEFICIARY, The death proceeds shall be paid as follows:
(a) To the owner, an amount equal to the greater of the Corporations Cumulative Premiums as defined in the Split Dollar Agreement dated January 10, 2005, or the cash surrender value at the date of the insureds death, but reduced by any indebtedness (along with any unpaid interest) incurred by the owner of this policy,
(b) To the assignees beneficiary, any death proceeds in excess of the amount specified in 2(a) above.
Payment by the Insurer of any or all surrender or death proceeds to the owner in reliance upon an affidavit of the Treasurer of the Corporation as to the share of death proceeds due it shall be a full discharge of the Insurer for such share and shall be binding on all parties claiming any interest under this policy,
The above constitutes the Split-Dollar Endorsement to this policy,
The interest of any beneficiary shall be subject to any assignment of this policy as provided herein,
All options and designations in effect as of the date of this Endorsement shall remain in effect unless specifically changed by this Endorsement or by action taken thereafter consistent with this Endorsement,
The provisions set forth in this direction when endorsed on the policy at the Home Office of the Insurer shall prevail over any contrary provisions and shall be effective as of the date of execution of this direction, except that any payment made or action taken by the Insurer in reliance upon the provisions of the policy before this change is endorsed shall be binding upon all parties having an interest in the policy.
Signed at |
Bridgewater, MA |
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January 10, 2005 |
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Chase Corporation: |
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/s/ Paula M Myers |
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by |
/s/ Everett Chadwick |
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Witness |
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Title: |
Treasurer and CFO |
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/s/ Paula M Myers |
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by |
/s/ Peter R. Chase |
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Witness |
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Peter R. Chase, Assignee |
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