university of illinois - UIHistories Project

376 BOARD OF TRUSTEES [April 18
United States in the World War (World War I), or who are blood descendants
of such veterans.
The universities and colleges, the individuals then entitled to receive annuities
under the will, and Lewis C. Walker, Joseph J. Fraser, and Frederick E.
Smith, as the then acting trustees under the will, entered into an agreement as
of the 31st day of December, 1937 (hereinafter referred to as the "agency agreement"),
pursuant to which the following measures were duly taken:
A. Two thousand six hundred sixty (2,660) shares of the capital stock of
Aermotor Corporation, an Illinois corporation (hereinafter referred to as the
"Aermotor shares"), were duly distributed to the colleges in accordance with
their respective fractional interests in the trust estate. These shares represent
about 85 per cent of the total stock of Aermotor Corporation;
B. All of the assets of the trust estate remaining after the distribution of
the Aermotor shares were set aside as a separate trust estate, to be administered
by the trustees under the will in accordance with the provisions thereof, for the
purpose of providing and paying the annuities established by the will; and
C. The Aermotor shares were deposited with such trustees, as agents of the
colleges, to be held by them pending a distribution of the separate trust estate
and subject to a lien to assure the payment of the annuities under the will;
Iva Giffen Gill, Gertrude J. Smith, and Herbert W. Giffen (hereinafter
collectively referred to as "annuitants"), are now over seventy years of age and
are the only persons now entitled and who may at any time hereafter be entitled to
to receive annuities under the will.
In order to effectuate the purpose and intent of the will and the agency
agreement, provision should be made for the development and consummation of
a program with respect to the retention and distribution or liquidation of the
Aermotor shares and with respect to the future operation or disposition through
sale, merger or other means of the business and assets of the Aermotor Corporation
pursuant to proper corporate action.
It is proposed that the universities and colleges enter into an agreement
appointing as administrative trustees the following individuals designated by the
respective college set opposite his name:
William S. Kerr Northwestern University
B. H. Piatt Iowa State College
Elwin T. Jolliffe State University of Iowa
Herbert Farber University of Illinois
Raymond J. Spaeth Illinois Institute of Technology
(successor to Lewis Institute)
Under this agreement, the administrative trustees would be vested with
authority for developing and carrying out such a program. The trustees under
the will would be directed to deliver and pay over to the administrative trustees
the entire separate trust estate remaining after payment of, or provision for, all
expenses and obligations of the trustees under the will, subject to the obtaining
from the annuitants of instruments of discharge. The administrative trustees
would be authorized to purchase from an insurance carrier annuity contracts
providing for the payment of annuities, in the respective amounts provided in
the will, to each of the annuitants. It is possible to provide such annuity contracts
through an insurance company at a cost of only $93,000 and thereby release the
separate trust estate which consists of assets having a current value in excess of
$800,000.
All money and property received by the administrative trustees from the
trustees out of the separate trust estate and out of the income and other assets
held under the agency agreement, other than the Aermotor shares, and remaining
after payment of the cost of the annuity contracts, reimbursement of any
amounts paid to the trustees, and provision for administrative expenses, would
be distributed ratably among the colleges in accordance with their respective
fractional interests in the trust estate.
Under this agreement, the administrative trustees would develop and carry
out an appropriate program for the retention, distribution, or liquidation of the
Aermotor shares. The administrative trustees would be vested with wide discretion
in the formulation and consummation of the program and could employ
such means as in their discretion may be necessary or appropriate, including
specifically but not exclusively (a) the retention, distribution, or sale of the