Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 06-01-2013 , and ending 05-31-2014
Name of foundation
THE THOMPSON FAMILY FOUNDATION INC
 

Number and street (or P.O. box number if mail is not delivered to street address)230 PARK AVENUE SUITE 1541   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
NEW YORK, NY10169
A Employer identification number

06-1194385
B Telephone number (see instructions)

(646) 480-3532
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$545,757,504J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 0
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 12,856,707 12,856,707  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 23,596,522
b Gross sales price for all assets on line 6a 157,861,079
7 Capital gain net income (from Part IV, line 2)... 23,596,522
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment -311 -311  
12 Total. Add lines 1 through 11........ 36,452,918 36,452,918  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 250,000 125,000   125,000
14 Other employee salaries and wages...... 83,333 0   83,333
15 Pension plans, employee benefits....... 7,959 0   7,959
16a Legal fees (attach schedule)......... Click to see attachment 27,392 13,696   13,696
b Accounting fees (attach schedule)....... Click to see attachment 109,351 54,676   54,675
c Other professional fees (attach schedule).... Click to see attachment 838,053 800,295   37,758
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 725,592 0   0
19 Depreciation (attach schedule) and depletion... 2,818 2,818  
20 Occupancy.............. 84,850 0   84,850
21 Travel, conferences, and meetings....... 2,844 0   2,844
22 Printing and publications.......... 3,278 0   3,278
23 Other expenses (attach schedule)....... Click to see attachment 73,577 0   73,577
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,209,047 996,485   486,970
25 Contributions, gifts, grants paid........ 15,132,914 24,184,083
26 Total expenses and disbursements. Add lines 24 and 25 17,341,961 996,485   24,671,053
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 19,110,957
b Net investment income (if negative, enter -0-) 35,456,433
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 8,355,504 12,414,444 12,414,444
3 Accounts receivable bullet92,810
Less: allowance for doubtful accounts bullet     92,810 92,810
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 230,295,069 Click to see attachment228,016,620 375,694,709
c Investments—corporate bonds (attach schedule)........ 1,432,741 Click to see attachment820,231 1,562,588
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 132,631,785 Click to see attachment141,616,595 155,984,719
14 Land, buildings, and equipment: basis bullet16,589
Less: accumulated depreciation (attach schedule) bullet8,355 9,038 8,234 8,234
15 Other assets (describe bullet) Click to see attachment206,396 Click to see attachment0 Click to see attachment0
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 372,930,533 382,968,934 545,757,504
Liabilities 17 Accounts payable and accrued expenses.......... 67,379 38,696
18 Grants payable................... 13,028,090 3,976,922
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment393,706 Click to see attachment401,001
23 Total liabilities (add lines 17 through 22).......... 13,489,175 4,416,619
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 359,441,358 378,552,315
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 359,441,358 378,552,315
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 372,930,533 382,968,934
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 359,441,358
2 Enter amount from Part I, line 27a..................... 2 19,110,957
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 378,552,315
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 378,552,315
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a VARIOUS PUBLICALY TRADED SECURITIES      
b THOR INDUSTRIES      
c UK COTTAGE P    
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 110,146,808   106,733,898 3,412,910
b 47,532,799   27,324,609 20,208,190
c 181,472   206,050 -24,578
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       3,412,910
b       20,208,190
c       -24,578
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 23,596,522
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 11,953,786 381,273,288 0.031352
2011 6,276,483 128,541,814 0.048828
2010 1,774,914 4,356,281 0.407438
2009 516,264 4,238,760 0.121796
2008 359,499 3,554,295 0.101145
2 Total of line 1, column (d) ...................... 2 0.710559
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.142112
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 505,699,919
5 Multiply line 4 by line 3....................... 5 71,866,027
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 354,564
7 Add lines 5 and 6......................... 7 72,220,591
8 Enter qualifying distributions from Part XII, line 4.............. 8 24,671,053
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 709,129
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 709,129
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 709,129
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 347,190
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 347,190
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 361,939
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
     
    No
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletNY, CT
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletALAN SIEGEL Telephone no.bullet (646) 480-3532
    Located atbullet230 PARK AVENUE SUITE 1541NEW YORKNY ZIP+4bullet10169
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bullet  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    ANGELA E THOMPSON PRESIDENT
    5.00     		0 0 0
    230 PARK AVENUE SUITE 1541
    NEW YORK,NY10169
    ALAN SIEGEL SECRETARY
    15.00     		250,000 0 0
    230 PARK AVENUE SUITE 1541
    NEW YORK,NY10169
    CHARLES AY THOMPSON VICE PRESIDENT
    5.00     		0 0 0
    230 PARK AVENUE SUITE 1541
    NEW YORK,NY10169
    AMANDA JT RIEGEL TREASURER
    5.00     		0 0 0
    230 PARK AVENUE SUITE 1541
    NEW YORK,NY10169
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    MARGARET MORIARTY BOOKKEEPER
    40.00     		83,333 0 0
    230 PARK AVENUE SUITE 1541
    NEW YORK,NY10169
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    ALAN SIEGEL CONSULTING 250,000
    35 EAST 20TH STREET APT 6A
    NEW YORK,NY10003
    COHNREZNICK LLP ACCOUNTING 67,718
    1212 AVENUE OF THE AMERICAS
    NEW YORK,NY10036
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    25,284,996
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    709,129
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    709,129
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    24,575,867
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    24,575,867
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    24,575,867
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 24,575,867
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 4,394,576
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 24,671,053
    a Applied to 2012, but not more than line 2a 4,394,576
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 20,276,477
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		4,299,390
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AMERICAN INTERNATIONAL COLLEGE
    1000 STATE ST
    SPRINGFIELD,MA01109     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 30,000
    CENTER FOR PHOTOGRAPHY AT WOODSTOCK
    104 5TH AVE SIXTH FLOOR
    NEW YORK,NY10011     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    MASS MOCA
    1040 MASS MOCA WAY
    NORTH ADAMS,MA01247     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    VISITING NURSE SERVICE OF NY
    107 EAST 70TH STREET
    NEW YORK,NY10021     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    MELANOMA RESEARCH ALLIANCE
    1101 NEW YORK AVE NW
    WASHINGTON,DC20005     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    SAVE VENICE
    1104 LEXINGTON AVENUE
    NEW YORK,NY10014     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 150,000
    FISHER HOUSE FOUNDATION INC
    111 ROCKVILLE PIKE
    ROCKVILLE,MD20850     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    ST LUKE'S ROOSEVELT HOSPITAL
    1111 AMSTERDAM AVENUE
    NEW YORK,NY10025     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 400,000
    SALVATION ARMY-GREATER NY DIVISION
    120 WEST 14TH STREET
    NEW YORK,NY10011     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    PROSTATE CANCER FOUNDATION
    1250 FOURTH STREET
    SANTA MONICA,CA90401     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    MEMORIAL SLOAN-KETTERING CANCER CENTER
    1275 YORK AVE
    NEW YORK,NY10065     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 1,264,716
    CLASSIC STAGE COMPANY
    136 E 13TH ST
    NEW YORK,NY10003     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    WOODSTOCK DAY SCHOOL
    1430 GLASCO TPKE
    SAUGERTIES,NY12477     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    CIVITAS
    1457 LEXINGTON AVE
    NEW YORK,NY10028     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    BOTTOMLESS CLOSET
    15 PENN PLAZA
    NEW YORK,NY10001     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    NEW YORK PUBLIC RADIO (WQXR)
    160 VARICK STREET
    NEW YORK,NY10013     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 250,000
    THE JOYCE THEATER FOUNDATION INC
    175 EIGTH AVE
    NEW YORK,NY10011     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    NATIONAL TRUST FOR HISTORIC PRESERVATION
    1785 MASSACHUSETTS AVENUE NW
    WASHINGTON,DC20036     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    SEARCH AND CARE
    1844 2ND AVENUE
    NEW YORK,NY10128     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    BETH ISRAEL MEDICAL CENTER
    1ST AVE AT 16TH ST
    NEW YORK,NY10003     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    FRIENDS OF THE UPPER EAST SIDE
    20 E 69TH STREET
    NEW YORK,NY10021     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    RV HALL OF FAME
    21565 EXECUTIVE PKWY
    ELKHART,IN46514     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    THE NEW 42ND STREET
    229 WEST 42ND STREET
    NEW YORK,NY10036     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    THE DOE FUND
    232 E 84TH STREET
    NEW YORK,NY10028     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    COMPASSION AND CHOICES
    244 FIFTH AVENUE
    NEW YORK,NY100017604     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    BERKSHIRE SCHOOL ANNUAL FUND
    245 NORTH UDERMOUNTAIN ROAD
    SHEFFIELD,MA01257     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    SALISBURY SCHOOL
    251 CANAAN ROAD
    SALISBURY,CT06068     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    CENTER FOR BOOK ARTS
    28 WEST 27TH STREET THIRD FLOOR
    NEW YORK,NY10001     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 20,000
    INTERNATIONAL SENIOR LAWYERS PROJECT
    31 WEST 52ND STREET 5TH FLOOR
    NEW YORK,NY10019     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    ATLANTIC THEATER COMPANY
    336 W 20TH ST
    NEW YORK,NY10011     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 20,000
    HELEN KELLER INTERNATIONAL
    352 PARK AVENUE SOUTH
    NEW YORK,NY10010     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    HIGH HOPES THERAPEUTIC RIDING
    36 TOWN WOODS RD
    OLD LYME,CT06371     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    GIRL SCOUTS OF GREATER NEW YORK
    43 W 23RD ST FL 6
    NEW YORK,NY10010     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 100,000
    PRESERVATION LEAGUE OF NEW YORK STATE
    44 CENTRAL AVENUE
    ALBANY,NY12206     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    FUND FOR PARK AVENUE
    445 PARK AVE STE 1000
    NEW YORK,NY10022     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    BARYSHNIKOV ARTS CENTER
    450 WEST 37TH STREET
    NEW YORK,NY10018     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 33,334
    DANCE THEATRE OF HARLEM
    466 WEST 152ND STREET
    NEW YORK,NY10031     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 200,000
    INTERNATIONAL PRINT CENTER OF NY
    508 W 26TH STREET ROOM 5A
    NEW YORK,NY10001     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 15,000
    CHESS IN THE SCHOOLS
    520 8TH AVENUE 2ND FLOOR
    NEW YORK,NY10018     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    AMERICAN COMMITTEE FOR WEIZMANN INSTITUTE
    633 THIRD AVENUE
    NEW YORK,NY10017     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 849,116
    PARK AVENUE ARMORY
    643 PARK AVENUE
    NEW YORK,NY10065     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 8,043,930
    AMERICAN ACADEMY IN ROME
    7 E 60TH ST
    NEW YORK,NY10022     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    THE CHILDREN'S STOREFRONT
    70 E 129TH STREET
    NEW YORK,NY10035     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    COLD SPRING HARBOR LABS
    71 S PARK DRIVE
    OLD BETHPAGE,NY11804     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 3,333,333
    WEIR FARM ART CENTER
    735 NOD HILL ROAD
    WILTON,CT06897     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    CONNECTICUT FARMLAND TRUST
    77 BUCKINGHAM STREET
    HARTFORD,CT06106     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    YORKVILLE COMMON PANTRY
    8 EAST 109TH STREET
    NEW YORK,NY10029     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 15,000
    WNET-CHANNEL 13
    825 EIGHTH AVENUE
    NEW YORK,NY10019     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 100,000
    CITY HARVEST
    919 THIRD AVE
    NEW YORK,NY10022     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    NAKED HEART FOUNDATION
    C/O WEISS CPA PLLC 614 CORPORATE
    WAY SUITE 3M
    VALLEY COTTAGE,NY10989     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 200,000
    WOODS HOLE OCEANOGRAPHIC INSTITUTION
    FENNO HOUSE
    WOODS HOLE,MA02543     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    MUSE-MUSEUM OF FILM AND TELEVISION
    NEW YORK NY 10022
    NEW YORK,NY10022     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    CANCER RESEARCH INSTITUTE
    ONE EXCHANGE PLAZA 55 BROADWAY
    SUITE 1802
    NEW YORK,NY10006     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 333,333
    WOODSTOCK SCHOOL OF ART
    PO BOX 338
    WOODSTOCK,NY12498     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 30,000
    RIPPOWAN CISQUA SCHOOL
    PO BOX 488
    BEDFORD,NY10506     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 250,000
    MAVERICK CONCERTS
    PO BOX 9
    WOODSTOCK,NY12498     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    FRIENDS OF KAREN
    PO BOX 190
    PURDYS,NY10578     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 15,000
    RONALD MCDONALD HOUSE-GRTR HUDSON VALLEY
    PO BOX 299
    VALHALLA,NY10595     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    BESSEMER DONOR FUND
    100 WOODBRIDGE CENTER DRIVE
    WOODBRIDGE,NJ07095     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 3,168,658
    564 PARK AVENUE PRESERVATION FOUNDATION
    564 PARK AVE
    NEW YORK,NY10021     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    BIG APPLE CIRCUS
    ONE METROTECH CENTER-NORTH 3RD
    FLOOR
    BROOKLYN,NY11201     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 5,000
    CENTRAL PARK CONSERVANCY
    14 E 60TH ST
    NEW YORK,NY10022     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 150,000
    CHELSEA MUSIC FESTIVAL
    C/O ROBERT PERLSTEIN ESQ 1501
    NEW YORK,NY10036     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 75,000
    COMMUNITY CENTER OF NORTHERN WESTCHESTER
    84 BEDFORD ROAD
    KATONAH,NY10536     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    ETHEL'S FOUNDATION FOR THE ARTS
    C/O LINDA HIGGINS
    KITTERY POINT,ME03905     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    FUND FOR PUBLIC SCHOOLS
    52 CHAMBERS STREET
    NEW YORK,NY10007     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 217,393
    GREENWICH ACADEMY
    200 NORTH MAPLE AVE
    GREENWICH,CT06830     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 500,000
    ISLAND COMMUNITY CENTER
    1466 MANOR RD
    STATEN ISLAND,NY10314     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    JOB PATH INC
    22 W 38TH ST FL 11
    NEW YORK,NY10018     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 15,000
    LIGHTHOUSE WORKS
    1070 MONTAUK AVE
    FISHERS ISLAND,NY06390     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 25,000
    METROPOLITAN OPERA
    70 LINCOLN CENTER PLZ FL 6
    NEW YORK,NY10023     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 35,000
    MUNICIPAL ART SOCIETY
    111 W57TH STREET
    NEW YORK,NY10019     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 150,000
    MUSEUM OF FINE ARTS-BOSTON
    465 HUNTINGTON AVE
    BOSTON,MA02115     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 75,000
    MUSEUM OF THE CITY OF NEW YORK
    1220 FIFTH AVE
    NEW YORK,NY10029     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    NEIGHBORHOOD MUSIC SCHOOL
    100 AUDUBON ST
    NEW HAVEN,CT06510     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 15,000
    NEW JERSEY CENTER FOR TEACHING & LEARNING
    115 FRANKLIN TPKE 203
    MAHWAH,NJ07430     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 300,000
    NEW YORK FOUNDATION FOR THE ARTS
    20 JAY STREET
    BROOKLYN,NY11201     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    NY HISTORICAL SOCIETY MUSEUM & LIBRARY
    170 CENTRAL PARK WEST
    NEW YORK,NY10024     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 2,500,000
    POETS HOUSE
    10 RIVER TER
    NEW YORK,NY10282     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 115,270
    RAISE THE ROOF FOR THE ARTS
    PO BOX 484
    SIDNEY,OH45365     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 50,000
    SIGNATURE THEATER
    THE PERSHING SQUARE SIGNATURE
    CENTER
    NEW YORK,NY10036     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    SILVER HILL HOSPITAL
    208 VALLEY RD
    NEW CANAAN,CT06840     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 10,000
    STUDENT DIPLOMACY CORPS
    55 EXCHANGE PL STE 601
    NEW YORK,NY10005     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 30,000
    THE HENRY L FERGUSON MUSEUM
    PO BOX 554
    FISHERS ISLE,NY06390     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 100,000
    THE PALISADES PARKS CONSERVANCY
    3006 SEVEN LAKES DRIVE
    BEAR MOUNTAIN,NY10911     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 100,000
    THEATRE FOR A NEW AUDIENCE
    154 CHRISTOPHER ST
    NEW YORK,NY10014     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 100,000
    Total .................................bullet 3a 24,184,083
    bApproved for future payment
    SAVE VENICE
    1104 LEXINGTON AVENUE
    NEW YORK,NY10014     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 300,000
    CHELSEA MUSIC FESTIVAL
    C/O ROBERT PERLSTEIN ESQ 1501
    NEW YORK,NY10036     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 150,000
    FUND FOR PUBLIC SCHOOLS
    52 CHAMBERS STREET
    NEW YORK,NY10007     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 434,393
    NEW JERSEY CENTER FOR TEACHING & LEARNING
    115 FRANKLIN TPKE 203
    MAHWAH,NJ07430     		  PC TO AID THE DONEE ORGANIZATION IN CARRYING OUT ITS EXEMPT FUNCTIONS. 300,000
    Total .................................bullet 3b 1,184,393
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 12,856,707  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 23,596,522  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aFOREIGN CURRENCY LOSS     14 -311  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 36,452,918 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    1336,452,918
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    COHNREZNICK LLP 67,718 33,859   33,859
    CRAIG MORRIS AND COMPANY 41,633 20,817   20,816

    TY 2013 GeneralExplanationAttachment
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Identifier Return Reference Explanation
      FORM 990-PF, PART VII-B, LINE 1A(4): OFFICER ALAN SIEGELR RECEIVED COMPENSATION FOR THE YEAR ENDING DECEMBER 31, 2013. THIS AMOUNT REPRESENTS PAYMENT FOR THEIR SERVICES WITH REGARD TO THE FOUNDATION AND THE SERVICES IT PROVIDES. THIS MEETS THE EXCEPTION AND IS CONSIDERED REASONABLE, AND THEREFORE FORM 4720 IS NOT PREPARED.

    TY 2013 InvestmentsCorpBondsSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Name of Bond End of Year Book Value End of Year Fair Market Value
    TOCQUEVILLE SECURITIES 820,231 1,562,588

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Name of Stock End of Year Book Value End of Year Fair Market Value
    THOR INDUSTRIES 135,963,329 269,323,200
    TOCQUEVILLE EQUITIES 14,265,830 19,288,621
    JP MORGAN EQUITIES 58,171,499 66,541,370
    ROCKEFELLER & COMPANY 19,615,962 20,541,518

    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    TOCQUEVILLE FIXED INCOME FMV 2,098,784 1,117,103
    TOCQUEVILLE - MUTUAL FUNDS FMV 260,173 308,307
    BESSEMER TRUST FMV 100,486,740 111,044,904
    JP MORGAN REAL ESTATE FMV 1,208,821 1,887,915
    JP MORGAN HARD ASSETS FMV 1,500,000 1,120,360
    JP MORGAN HEDGE FUNDS FMV 28,794,965 33,165,126
    CITI PRIVATE BANK PORTFOLIO FMV 7,267,112 7,341,004

    TY 2013 LegalFeesSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FORSTERS LLP 6,660 3,330   3,330
    LATHAM & WATKINS LLP 11,168 5,584   5,584
    PATTERSON BELKNAP WEBB & TYLER LLP 8,964 4,482   4,482
    PETER STERN, ESQ 600 300   300


    TY 2013 OtherAssetsSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    UK COTTAGE 206,396 0 0


    TY 2013 OtherExpensesSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INSURANCE 1,970 0   1,970
    OFFICE EXPENSES 7,033 0   7,033
    REPAIRS AND MAINTANIANCE 673 0   673
    FILING FEES 1,500 0   1,500
    ADMINISTRATIVE FEES 62,401 0   62,401


    TY 2013 OtherIncomeSchedule2
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    FOREIGN CURRENCY LOSS -311 -311 -311


    TY 2013 OtherLiabilitiesSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Description Beginning of Year - Book Value End of Year - Book Value
    ACCRUED EXPENSES 393,706 401,001


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ROCKEFELLER PHILANTHOPY ADVISORS 34,625 0   34,625
    R.R. DONNELLEY & SONS COMPANY 2,568 0   2,568
    JP MORGAN 171,736 171,736   0
    BESSIMER 237,197 237,197   0
    OTHER INVESTMENT FEES 189,058 189,058   0
    SUNRISE OFFICE SYSTEMS 163 0   163
    CORPORATION SERVICE COMPANY 402 0   402
    TOCQUEVILLE 202,304 202,304   0


    TY 2013 TaxesSchedule
    Name:
    THE THOMPSON FAMILY FOUNDATION INC
    EIN: 06-1194385
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE TAXES 725,592 0   0