2007 Westlake Foundation 990 (paul Konigsberg's Foundation)

Return of Private Foundation

Form 990-PF

OMB No 1545-0052

or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation

Departmen^oftheTreasury

internal Re„. ue Service p>)

2007

Note : The foundation may be able to use a copy of this return to satisfy state report) year 2007 , or calendar tax year beginning , and ending For f:

Chuck Al that annlu

Use the IRS

label. Otherwise , print

n Initial return

n Final ret urn

n Amended return

n Address channe

Name of foundation

HE WESTLAKE FOUNDATION INC. /O KONIGSBERG, WOLF & CO.

13-3393042

Number and street (or P O box number If mall is not delivered to street address)

Roorr/suite

or type. 440 PARK AVENUE SOUTH 10016

NY

(rhe total of amounts in columns (b), (c), and (d) necessarily equal the amounts In column (a))

expenses per books

1 Contributions, gifts, grants, etc , received

28 , 750

2 3

Interest on savings and temporary cash investments

25,

4 Dividends and interest from securities 5a Gross rents .

398.

685-7215

C If exemption application is pending , check here

^ L]

D 1 • Foreign organizations, check here

^0

2. Foreign organizations meeting the 85% test, check here and attach com pu ta tion .

X Section 501(c)(3) exempt Private foundation H Check type of organization: Q Section 4947 (a )( 1 ) nonexem pt charitable trust 0 Other taxable p rivate foundation 0 Accrual M Cash I Fair market value of all assets at end of year J Accounting method = Other (specify) (from Part ll, col. (c), line 16) ^$ 755 , 069 . (Part 1, column (c must be on cash basis) Part i Analysis of Revenue and Expenses (a) Revenue and (b) Net investment may not

Check ^ F-X1 d the foundation is not required to attach Sdi 8

B Telephone number

( 212 )

See Specific City or town, state, and ZIP code Instructions .

N EW YORK ,

Name chanae

A Employer Identification number

^

E If p rivate foundation status was terminated under section 507(b)(1)(A), check here F If the foundation is in a 60-month termination under section 507 ( b )( 1 ) B), check here . ^ 0 (d) Disbursements (c) Adjusted net

income

income

25 , 398.

for chartable purposes (cash basis only)

STATEMENT 1

b Net rental income or (loss) 6a Net gain or Coss) from sale of assets not on line 10 7

Gross sales puce for all

b assets on line 6a

4,103 .

4 / 2 9 6 / 3 2 3. 4 , 103.

Capital gain net Income (from Part IV, line 2)

m

7

cc

8 Net short-term capital gain 9 Income modifications

.

Gross sales less returns 10a and allowances n

0 Q C p:!

b Less Cost of goods sold

c Gross profit or (loss) 11 Other income . .... 12 Total. Add lines 1 throu g h 11

58 , 251.

29 , 501.

0.

0.

2 , 530.

419.

530 .

419.

Compensation of officers, directors , trustees, etc

13

14 y 15 16a a b W c > 17

Other employee salaries and wages Pension plans, employee benefits Legal fees .. Accounting fees ... Other professional fees

.

Interest

2 18 Taxes.

. STMT 2 .

Depreciation and depletion Occupancy .. . Travel, conferences, and meetings -P_rmtmg and.publications Other expenses . Total operating and administrative cpugh 23 expeI,=n ses Add lies a 25,Conth^lOrls gifts, 9frantts aid

19 20 21 22. 23 m 24

a Excess of revenue over expenses and disbursements

2 ,

0. 45,800.

45 , 800.

48 , 330.

419.

45 , 800.

9 , 921 .

b Net Investment Income of negative, enter -o-)... e Ad usted net Income [If n egative, enter -0- )

LHA For Privacy Act and Paperwork Reduction Act Notice , see the instructions.

02-20.08

0.

. .

26 Total expenses and disbursements'. Add lines 24 and 25 27-Subtract line.25 from-line 12.

723501

0

2 9 0 82 . N/A

Form 990-PF (2007)

Form 990-PF(2007) ^^

THE WESTLAKE FOUNDATION INC. CIO KONTaSRRRa _ WnT,F t„ co.

I B a l ance Sh ee t s

13-339304

Beginning of year

shedschedulesandamounts Inthedeswpton column should be for end-of-year amounts only

(a) Book Value

514.

3,935.

3,935.

1 , 000.

1,000.

1,000.

694 , 071.

730,332.

750,134.

704 , 585.

735 , 267.

755 069 .

0.

0.

275,137. 82,748. 7 0 4, 5 85.

275,137. 357,700. 102 , 430 7 35 , 2 6 7

7 04 , 585.

735 , 26 7.

9,

Cash - non -interest-beanng _

1

(b) Book Value

Panel

End of year ( c) Fair Market Value

2 Savings and temporary cash investments Accounts receivable ^ Less allowance for doubtful accounts ^ Pledges receivable ^ Less* allowance for doubtful accounts ^ Grants receivable from officers Receivables due , directors , trustees , and other disqualified persons

3 4 5 6

Other notes and loans mmiNiable

7

^

Less* allowance for doubtful accounts ^

8 Inventories for sale or use Prepaid expenses and deferred charges

9

a 10a Investments - U S. and state government obligations STMT 3 b Investments - corporate stock c Investments - corporate bonds 11

12 13 14

Investments - land, bulldnps , and equipment bass

^

Less aaunwlaled deprnabon

^

.

-

Investments - mortgage loans Investments - other Land , buildings , and equipment : basis ^ Les accunulahd depreaabon

^

15 Other assets (describe ^ 16 17 18 to 19 20

)

Total assets to be com p leted by all filers Accounts payable and accrued expenses Grants payable Deferred revenue Loans from officers , directors , trustees , and other disqualified persons

21 Mortgages and other notes payable J 22 Other liabilities ( describe ^

-

- - .

23 Total liabilities (add lines 17 throu g h 22 ) Foundations that follow SFAS 117, check here ^ 0 and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted co 25 Temporarily, restricted .... . . Co 26 Permanently restricted - Foundations that do not follow SFAS 117 , check here 10- E1 L` and complete lines 27 through 31. ° 27 Capital stock , trust pnncipal , or current funds 28 Paid-in or capital surplus , or land , bldg , and equipment fund

29 Retained earnings , accumulated income , endowment , or other funds Z 30 Total net assets or fund balances 31

Total liabilities and net assets and balances

346 , 700.

Analysis of Changes in Net Assets or Fund Balances 1 2 3 4 5 6

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) Enter amount from Part I, line 27a Other increases not included in line 2 (itemize) ^ Add lines 1, 2, and 3 . . _ .. . Decreases not included in line 2 (itemize) ^ Total net assets or fund balances at and of year (line 4 minus line 5) - Part II. column (b). line 30

723511 02-20-08

1 2 3 4 5

704 585. 9 , 921. 0. 714 506. 0. 714,506. Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC. C/O KONIGSBERG, WOLF & CO. Form 990-PF (2007) Palm lY Capital Gains and Losses for Tax on Investment Income ( b How acquired - Purchase D - Donation

(a) List and describe the kind (s) of property sold (e g , real estate , 2-story rY brick warehouse , or common stock , 200 shs MLC Co )

la b c d e

B.L.MADOFF B.L.MADOFF FIRST MANHATTAN FIRST MANHATTAN CAPITAL GAINS DIVIDENDS (e) Gross sales price

a b c d e

13-3393042

(d) Date sold (mo., day, yr )

P P P

( Q Depreciation allowed (or allowable )

(h) Gain or (loss) ( e) plus (f) minus (g)

( g) Cost or other basis plus expense of sale

30. <6,120.: 3,095. 5,790. 1,308.

4 , 210 , 370. 6,120. 75,730.

4 , 210,400. 78 , 825. 5 , 790. 1,308.

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) F M V. as of 12/31/69

( c) Date acquired (mo, day, yr)

Pag e 3

(j) Adjusted basis as of 12/31/69

(I) Gains (Col (h) gain minus c ol ( k), but not less than -0-) or Losses (from col (h))

( k) Excess of col (i) over col (1), if any

a b

30. <6,120.

C d

3,095. 5,790.

e

1,308. If ?ain, a lso enter in Part I, line 7 ) 1 If loss , enter -0- in Part I , line 7

2 Capital gain net income or ( net capital loss))

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) If (loss), enter -0- in P art I, line 8

2

4,103.

N/A

3

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income V (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 distnbujable amount of any year in the base period? If'Yes, the foundation does not quality under section 4940 (e) Do not complete this part 1 Enter the appropriate amount in each column for each year; see instructions before making any entries Base period years Calendar ear ( or tax year be g innin g m

() Adjusted qualifying distributions

-

- -

-

-

() Net value of noncharitable-use assets

-

El Yes 0 No

d ratio Distribution ( col (b) divided by col (c))

2006 2005

14,800. 22,500.

446,232. 370,528.

.033167 .060724

2004 2003

0. 39,000.

273, 656. 271,996.

.000000 .143384

2002

42 680.

29 , 168.

1.463247

2 Total of line 1, column (d) 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 .. -

2

1. 7 0 0 5 2 2

3

.340104

4 Enter the net value of noncharitable -use assets for 2007 from Part X, line 5

4

734

5 Multiply line 4 by line 3 --

5

249 , 804.

6

291.

7 Addlines5and6

7

250 , 095.

8 Enter qualifying distributions from Part XII, line 4

8

45 , 800.

6 Enter 1% of net investment income ( 1% of Part I , line 27b )

-

.......

, 493.

If line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1% tax rate See the Part VI instructions.

723521/02-20-08

Form 990-PF (2007)

Form 990-PF (2007)

Part VI

THE WESTLAKE FOUNDATION INC. C/O KONIGSBERG , WOLF & CO.

13-3393042

1 a Exempt operating foundations described in section 4940(d)(2), check here ^ 0 and enter -N/A' on line 1 ( attach copy of ruling letter if necessary-see Instructions) Date of ruling letter. requirements in Part V, check here ^ 0 and enter 1% meet the section 4940(e) that b Domestic foundations 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-) 3 Add lines 1 and 2 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 5 Tax based on Investment income . Subtract line 4 from line 3 If zero or less, enter -06 a b c d 7 8 9 10 11

Credits/Payments6a 2007 estimated tax payments and 2006 overpayment credited to 2007 6b withheld source at Exempt foreign organizations - tax (Form 8868) 6c extension of time file to Tax paid with application for 6d withheld Backup withholding erroneously Add lines 6a through 6d Total credits and payments. Enter any penalty for underpayment of estimated tax. Check here 0 if Form 2220 is attached Tax due . If the total of lines 5 and 8 is more than line 7, enter amount owed Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid Enter the amount of line 10 to be: Credited to 2008 estimated tax ^

Part VU A

-

1

582.

2 3

0 582.

4 5

582 .

0

1,040.

„ .

-

^ ^ 4 5 8 . Refunded ^

1,040.

7 8 9 10

458.

11

0

Statements Regarding Activities

1 a During the tax year , did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in . . . . .. . . . any political campaign? instructions for definition)? indirectly) for political purposes (see directly or year (either $100 during the more than spend b Did it If the answer is "Yes" to 1 a 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. Did the foundation file Form 1120 -POL for this year? c Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year. d 0 0. (2) On foundation managers. ^ $ (1) On the foundation. ^ $ imposed on foundation for political expenditure tax the year the foundation during (d any) paid by reimbursement Enter the e 2 3 4a b 5 6

managers ^ $ 0 Has the foundation engaged in any activities that have not previously been reported to the IRS? If "Yes, " attach a detailed description of the activities. 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 Did the foundation have unrelated business gross income of $1000 or more dunno the year' If 'Yes' has it filed a tax return on Form 990 -T for this year? Was there a liquidation , termination , dissolution, or substantial contraction during the year? .... ... If "Yes, " attach the statement required by General Instruction T. Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

N/A

• 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? 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes, " complete Part 11, cot (c), and Part XV. NONE 8a Enter the states to which the foundation reports or with which it is registered (see instructions) ^ 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 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(1)(5) for calendar . .. year 2007 or the taxable year beginning in 2007 (see instructions for Part XIV)? If "Yes," complete Part XIV. . fl

IIiA nn ., nn.nnne. hn.._ .... M^.. n^i.,l ....nirih ..fn.n A.. rinn thn },v irnar7 .. -

723531 02-2o-oa

Page4

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 -see instructions)

-»..* ---•...a..... n..w.... ,wee . ..e...-......,, ..wa.-........

.

1a 1b

Yes No X X

1c

X

2

X

3 4a 4b 5

X X

6 7

X

X X

X 9 X X H1 0 Form 990-PF (2007)

H

THE WESTLAKE FOUNDATION INC. Form 990-PF (2007)

C/O KONIGSBERG ,

Page5

13-3393042

WOLF & CO.

Part VII-A Statements Regarding Activities (continued) 11a At any time during the year , did the foundation , directly or indirectly , own a controlled entity within the meaning of section 512(b)(13)' It *Yes, attach schedule. (see instructions ) - b if 'Yes ,' did the foundation have a binding written contract in effect on August 17, 2006, covering the interest, rents , royalties, and N/A annuities described in the attachment for line 11 a' .. 12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract? 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? N/A Website address ^

14 The books are in care of ^ PAUL J. 15

Telephone no ^ 212

KONIGSBERG

Located at ^ 440 PARK AVENUE SOUTH,

11a

X

11b 12 13

X X

6 85-72 15

ZIP+4 ^ 10016

NEW YORK, NY

Section 4947 ( a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here and enter the amount of tax-exem pt interest received or accrued durin g the year

. ^

-

^O N/A

15

Part VU-B I 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. 1 a 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 persons person? compensation or pay or reimburse the expenses of, disqualified to, a (4) Pay (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 )9 -

Yes

No

Yes FX No

-

El Yes 0 No 0 Yes 0 No - O Yes 0 No

0 Yes 0 No or property government official? ( Exception . Agree pay money to a Check "No* to (6) if the foundation agreed to make a grant to or to employ the official for a period after Q Yes 0 No - - termination of government service , if terminating within 90 days ) in Regulations the qualify under the exceptions described answer is'Yes'to 1a( 1)-(6), did any of acts fail to If any b N/A section 53 4941 (d)-3 or in a current notice regarding disaster assistance (see page 22 of the instructions )? -^ Organizations relying on a current notice regarding disaster assistance check here c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts , that were not corrected before the first day of the tax year beginning in 2007' 2 Taxes on failure to distribute income (section 4942 ) (does not apply for years the foundation was a private operating foundation

lb

11c

X

defined in section 4942(j)( 3) or 4942 (j)(5)): a At the end of tax year 2007 , did the foundation have any undistributed income ( lines 6d and Be, Part XIII) for tax year(s) beginning Yes ^X No before 2007 ? If 'Yes," list the years ^ 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

N/A.

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. 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? . ..... ..... 0 Yes No b If 'Yes , did it have excess business holdings in 2007 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, N/A Form 4720, to determine if the foundation had excess business holdings in 2007) 4a Did the foundation invest during the year any amount in a manner that would leopardize its chantable purposes ? 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 ieooardv before the first day of the tax year beginning in 2007?

3b 4a

X

4b

X

Form 990-PF (2007)

723541 02-20-07

THE WESTLAKE FOUNDATION INC. 13-3 39304 C/O KONIGSBERG, WOLF & CO. Be Required (continued) Regarding Activities for nts Which 4720 May Form I Pad V11-13 Stateme 5a During the year did the foundation pay or incur any amount to. O (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, O any voter registration drive? O (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)' (5) Provide for any purpose other than religious, chantable , scientific, literary , or educational purposes, or for . . _ _ .. . LI 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 quality under the exceptions described in Regulations

c

6a b 7a b

section 53 4945 or in a current notice regarding disaster assistance (see instructions )? Organizations relying on a current notice regarding disaster assistance check here .. If the answer is'Yes'to question 5a(4), does the foundation claim exemption from the tax because it maintained N/A expenditure responsibility for the grant ? If "Yes," attach the statement required by Regulations section 53. 4945-5(d). Did the foundation , during the year , receive any funds , directly or indirectly, to pay premiums on a personal benefit contract ? ... Did the foundation, during the year , pay premiums , directly or indirectly , on a personal benefit contract? . If you answered " Yes" to 6b, also file Form 8870. At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? If yes , did the foundation receive an y p roceeds or have any net income attributable to the transaction?

Yes M No Yes E1 No Yes EXI No Yes EXI No Yes 0 No NIA _

5b

0 0 Yes 0 No

0 Yes

No 6b

Yes FTI No N/A

X

711

Information About Officers , Directors , Trustees , Foundation Managers, Highly dart 0/lll Paid Employees , and Contractors 1

List all officers. directors. trustees. foundation managers and their comaensation. (b) Title, and avera g e hours per week devoted (a) Name and address to p osition

PAUL J. KONIGSBERG 19 PINECROFT ROAD GREENWICH, CT 06830 JUDITH KONIGSBERG 19 PINECROFT ROAD

(d)Connbueo«sro l°fp,°;,'d co - eon

e) Exp ense account, other allowances

0.

0.

0.

0.

0.

0.

RESIDENT 0.00 SECRETARY

0.00

GREENWICH, CT 06830

2

(c) Compensation ( If not p0aid , enter -

r_mmnPnsatlnn of five hlahest-nairl a_mninvees Inther than those Inciu[fed on Imp 11

(a) Name and address of each employee paid more than $50,000

It nnne_ enter "NUNt_"

(b) Title and average hours per week devoted to p osition

(c) Compensation

(d co^^ub^m ; 1'caffymbon

(e) Exp ense account, other allowances

NONE

Total number of other employees paid over $50,000

723551

o2-20-08

...

^ I U Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC. 13-3393042 Form 990 -PF (2007) C/O KONIGSBERG, WOLF & CO. Trustees, ail Directors, Foundation Managers Highly , ' Information About Officers, Paid Employees , and Contractors (continued) POrt

Pagel

3 Five highest-paid independent contractors for professional services. If none, enter "NONE."

(a) Name and address of each person paid more than $50,000 NONE

(c) Compensation

(b) Type of service

Total number of others receiving over $50,000 for professional services I Part IX-A I Summary of Direct Charitable Activities List the foundation ' s four largest direct chartable 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.

10.1

0

Expenses

iTHE FOUNDATION'S SOLE ACTIVITY IS THE MAKING OF SOLICITED AND UNSOLICITED GRANTS AND CONTRIBUTIONS. 2

3

4

Part PXS Summary of Procram - Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2

Amount

1 NONE

2

All other program - related investments . See instructions 3

Total . Add lines 1 throu g h 3

0.

Form 990-PF (2007)

723561 02-20.06

THE WESTLAKE FOUNDATION INC. Form 990-PF (2007) i?aif t f 1

C/O

KONIGSBERG,

WOLF

&

CO.

13-3393042

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations , see instructions.)

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 b Average of monthly cash balances c Fair market value of all other assets . d Total (add lines 1a, b, and c) e Reduction claimed for blockage or other factors reported on lines la and le 1c (attach detailed explanation) . .

2 3 4 5 6

Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line 1d Cash deemed held for charitable activities Enter 1 1/2% of line 3 (for greater amount, see instructions) . ... Net value of noncharitable -use assets . Subtract line 4 from line 3 Enter here and on Part V, line 4 Minimum Investment return . Enter 5% of line 5

FOR 1 2a b c 3 4 5 6 7

Page8

1a

745,118.

1b

560.

1c

1d

745,678.

0.

.

.... ...

2

0.

3

745,678.

4

11,185. 734 , 493. 36,725.

5 6

Distributable Amount (see instructions) (Section 4942(j)(3) and (1)(5) private operating foundations and certain foreign organizations check here ^ = and do not complete this part )

Minimum investment return from Part X, line 6 2a Tax on investment income for 2007 from Part VI, line 5 2b Income tax for 2007. (This does not include the tax from Part VI) . . Add lines 2a and 2b Distributable amount before adjustments Subtract line 2c from line 1 Recoveries of amounts treated as qualifying distributions .. . Add lines 3 and 4 Deduction from distributable amount (see instructions) Distributable amount as adjusted. Subtract line 6 from line 5 Enter here and on Part XIII, line 1

1

36,725.

2c 3 4 5

582. 36,143. 0. 36,143.

582.

36,143.

art XIt Qualifying Distributions (see instructions) Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes, a Expenses, contributions, gifts, etc - total from Part I, column (d), line 26 b Program-related investments - total from Part IX-B 2 Amounts paid to acquire assets used (or held for use) directly in carrying out chantable, etc , purposes.. 3 Amounts set aside for specific chartable projects that satisfy the a Suitability test (prior IRS approval required) b Cash distribution test (attach the required schedule) 4 Qualifying distributions . Add lines la through 3b Enter here and on Part V, line 8, and Part XIII, line 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 . . • 6 Adjusted qualifying distributions . Subtract line 5 from line 4 1

1a lb 2 .. ... __

3a 3b 4

45,800. 0.

45,800.

0. 5 45,800. 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 (2007)

723571

02-20-08

THE WESTLAKE FOUNDATION INC. Form 990-PF (2007) Q^#

C/O KONIGSBERG,

WOLF

& CO.

13-3393042

Page9

Undistributed Income (see instructions) (b) Years prior to 2006

( a) Corpus 1

Distributable amount for 2007 from Part XI, .... line 7

2

Undistributed income , if any, as of the end of 2006

(c) 2006

(d) 2007

.36,143.

a Enter amount for 2006 only

b Total for prior years. 3 Excess distributions carryover, If any, to 2007-

a From 2002

41,862.

25,903. bFrom2003 From 2004 c 4,644. It From 2005 From 2006 e f Total of lines 3a through e 4 Qualifying distributions for 2007 from 45,800. Part Xll,line 4.10, $ a Applied to 2006, but not more than line 2a b Applied to undistnbuted income of pnor years (Election required - see instructions) c Treated as distributions out of corpus (Election required - see instructions) If Applied to 2007 distnbutable amount e Remaining amount distributed out of corpus 5

Excess distributions carryover applied to 2007

72,409.

0. 36,143. 9,657.

0.

0.

pf an amount appears in column (d), the same amount must be shown In column (a) )

6 Enter the net total of each column as indicated below: a Corpus Add lines 3f, 4c, and 4e Subtract line 5

82,066.

b Prior years' undistributed income. Subtract line 4b from line 2b . c Enter the amount of pnor years' undistnbuted income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed It Subtract line 6c from line 6b. Taxable amount - see instructions e Undistnbuted income for 2006. Subtract line 4a from line 2a. Taxable amount - see instr.... f Undistributed income for 2007. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2008 . 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or4942(g)(3) 8 Excess distributions carryover from 2002 not applied on line 5 or line 7 .. _. 9 Excess distributions carryover to 2008. Subtract lines 7 and 8 from line 6a 10 Analysis of line 9: 25 , 903. a Excess from 2003 ..

0.

0. 41,862. 40.204.

b Excess from 2004

c Excess from 2005 d Excess from 2006

723581

02-20-08

4 , 644.

Form 990-PF (2007)

Form 990-PF ( 2007 ) frt XIV

THE WESTLAKE FOUNDATION INC. C/O KONIGSBERG , WO LF & CO.

13-3393042

Private Operating Foundations (see instructions and Part VII-A, question 9)

Page10

N/A

a If the foundation has received a ruling or determination letter that it is a private operating foundation , and the ruling is effective for 2007, enter the date of the ruling b Check box to indicate whether the foundation is a private operati ng foundation described in section Prior 3 years Tax year 2 a Enter the lesser of the adjusted net 2007 (b) 2006 (c) 2005 (a) income from Part I or the minimum investment return from Part X for

(d) 2004

(e) Total

each year listed 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(I)(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)(w) (3) Largest amount of support from an exempt organization .. _

Part XY 1

Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year- see the instructions.)

Information Regarding Foundation Managers: a List 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).)

NONE b List 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.

NONE 2

Information Regarding Contribution , Grant, Gift, Loan, Scholarship, etc., Programs: Check here 10, 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name , address , and telephone number of the person to whom applications should be addressed:

PAUL J.

KONIGSBERG,

440 PARK AVENUE SOUTH,

NEW YORK,

NY

10016

b The form in which applications should be submitted and information and materials they should include: NO SPECIAL FORM, INFORMATION OR MATERIALS REQUIRED c Any submission deadlines:

NONE d Any restrictions or limitations on awards , such as by geographical areas, chartable fields , kinds of institutions , or other factors: NONE

723601/02- 20-08

Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC. Form 990- PF (2007 )

C/O KONIGSBERG,

13 -3393042

WOLF & CO.

Page 11

Information q

(rants and Contributions Paid During thw Year or Annrnvnd for Fudure Pavment

Recipient Name and address ( home or business)

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

a Paid during the year

EINSTEIN COLLEGE OF MEDICINE, 500 W.185TH ST, NEW YORK, NY 10033

ONE

ENERAL USE

800.

UNIVERSITY OF VERMONT, BURLINGTON, VT

ONE

GENERAL USE

5,000.

ISRAELI SPECIAL KIDS, 505 FIFTH AVE, NEW YORK, NY 10018

ONE

ENERAL USE

6,000.

BOSTON ARTS ACADEMY FNDT, 175 IPSWICH ST, BOSTON, 02215

ONE

GENERAL USE

5,000.

UJA, 130 E.59TH ST, YORK, NY 10022

ONE

ENERAL USE

25,000.

PAM'S PALS, 820 PARK AVE., NEW YORK, NY 10021

ONE

GENERAL USE

1,000.

MISC.

ONE

GENERAL USE

3,000.

Total

NEW

45 , 800.

1111- 3a

b Approved for future payment

NONE

Total 723611/02-20-08

3b 1

0.

Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC. C/O KONIGSBERG,

Form 990-PF (2007) Pert XV[-A

WOLF

13-3393042

& CO.

Page12

Analysis of Income-Producing Activities Excluded by section 512 , 513 , or 514

Unrelated business income

Enter gross amounts unless otherwise indicated.

(a) Business code

1 Program service revenue: a b c d e 1 g Fees and contracts from government agencies - 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 5 Net rental income or (loss) from real estate: a Debt-financed property property Not debt-financed b 6 Net rental income or (loss) from personal

(b) Amount

^Ex 9u ode

(d) Amount

(e) Related or exempt function income

--

14

25,398.

14

1,308.

property 7 Other investment income 8 Gain or (loss) from sales of assets other

than inventory 9 Net income or (loss) from special events

-

.

2,795.

-

10 Gross profit or (loss) from sales of inventory 11 Other revenue. a b Cd e 12 Subtotal Add columns (b), (d), and (e) 13 Total. Add line 12, columns (b), (d), and (e) ... .. . (See worksheet in line 13 instructions to verify calculations

0 .

2 , 795. 29,501.

26 , 706. 1 . --

- 13

XVI-)aRelationship of Activities to the Accomplishment of Exempt Purposes Line No . y

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)

Form 990-PF (2007)

THE WESTLAKE FOUNDATION INC. 13-3393042 C/O KONIGSBERG, WOLF & CO. Form 990-PF (2007) Noncharitable With Transactions and Relationships To and Transfers Information Regarding Fart X(1[ ' Exempt Organizations 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 organizations? a Transfers from the reporting foundation to a nonchantable exempt organization of. (1) Cash (2) Other assets b Other transactions (1) Sales of assets to a nonchantable exempt organization exempt organization of from noncharitable Purchases assets a (2)

Pa g e 13

Yes No

X X

4a (1

-

1 b0 1 b(2)

X

1 b (3 ) (3) Rental of facilities , equipment , or other assets 1 b (4 ) Reimbursement arrangements (4) 1b (5 ) or loan guarantees Loans (5) 1 MIS ) solicitations or fundraising of services or membership Performance (6) I,.Sharing of facilities, equipment, mailing lists, other assets, or paid employees 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

X X X X X

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? h

Yes

If *Yes ' complete the followlna schedule

(a) Name of organization

(b) Type of organization

(c) Description of relationship

N/A

Under enalbes 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, ich aver has an know) e than taxpayer or fiduary) is based on all information of fDeclaration of and

Preparer's

C signature 0 10

a CL 4D

Firm's narm (or yours

M(A) dsenanployed),

addmss , andZiPcodo

723622 02-20-08

KONIGSBERG, WOLF & CO. , 6440 PARK AVENUE SOUTH , NEW YORK , N.Y. 10 016

® No

THE WESTLAKE FOUNDATION INC. C/O KONIGSB

FORM 990-PF

DIVIDENDS AND INTEREST FROM SECURITIES

SOURCE

GROSS AMOUNT

BLM FIRST MANHATTAN WACHOVIA TOTAL TO FM 990-PF,

13-3393042

PART I,

LN 4

STATEMENT

CAPITAL GAINS DIVIDENDS

1

COLUMN (A) AMOUNT

17,916. 8,777.

0. 1,308.

13.

0.

17,916. 7,469. 13.

26,706.

1,308.

25,398.

STATEMENT(S)

1

THE WESTLAKE FOUNDATION INC.

FORM 990-PF

DESCRIPTION

IRS NYS DEPT.

OF LAW

CSC TO FORM 990-PF, PG 1, LN 18

13-3393042

C/O KONIGSB

STATEMENT

TAXES

(A) EXPENSES PER BOOKS

(B) NET INVESTMENT INCOME

(C) ADJUSTED NET INCOME

2

(D) CHARITABLE PURPOSES

2,111.

0.

0.

100.

100.

0.

319.

319.

0.

2,530.

419.

0.

STATEMENT(S)

2

'

THE WESTLAKE FOUNDATION INC.

FORM 990-PF

C/O KONIGSB

U.S. AND STATE/CITY GOVERNMENT OBLIGATIONS

DESCRIPTION

U.S. GOV'T

INVESTMENTS

X

TOTAL U.S.

13-3393042

OTHER GOV'T

GOVERNMENT OBLIGATIONS

BOOK VALUE

STATEMENT

3

FAIR MARKET VALUE

730,332.

750,134.

730,332.

750,134.

730,332.

750,134.

TOTAL STATE AND MUNICIPAL GOVERNMENT OBLIGATIONS TOTAL TO FORM 990-PF,

PART II,

LINE 10A

STATEMENT(S)

3

Form Departmentof theTreasury

Internal Revenue Service

Underpayment of Estimated Tax by Corporations

OMB No. 1545-0142

^ See separate instructions.

2007

^ Attach to the co rporation 's tax return .

FORM

Employer identification number 13-3393042

THE WESTLAKE FOUNDATION INC . C/O KONIGSBERG, WOLF & CO.

Name

9 9 0 -PF

Note: Generally, the corporation is not required to file Form 2220 (see Part II below for exceptions) because the IRS will figure any penalty owed and bill the corporation However, the corporation may still use Form 2220 to figure the penalty If so, enter the amount from page 2, line 34 on the estimated tax penalty line of the corporation's income tax return, but do not attach Form 2220

1

582.

Total tax (see instructions)

2 a Personal holding company tax (Schedule PH (Form 1120), line 26) included on line 1 b Look-back interest included on line 1 under section 460(b)(2) for completed long-term contracts or section 167(g) for depreciation under the income forecast method . _ 2c c Credit for Federal tax paid on fuels (see instructions) d Total. Add lines 2a through 2c 3 Subtract line 2d from line 1 If the result is less than $500, do not complete or file this form. The corporation does not owe the penalty 4 Enter the tax shown on the corporation's 2006 income tax return (see instructions ) Caution : If the tax is zero or the tax year was for less than 12 months , skip this line and enter the amount from line 3 on line 5 5

582.

1,031.

Required annual payment . Enter the smaller of line 3 or line 4 If the corporation is required to skip line 4,

582. Part 11 6 7 8

9

10

11

Reasons for Filing - Check the boxes below that apply If any boxes are checked, the corporation must file Form 2220 even if it does not owe a penalty ( see instructions).

El The corporation is using the adjusted seasonal installment method. 0 The corporation is using the annualized income installment method The corporation is a 9arae corporation ' ficunno its first required installment based on the onor vears tax

Installment due dates . Enter in columns (a) through (d) the 15th day of the 4th ( Form 990 - PF filers: Use 5th month), 6th, 9th, and 12th months of the 9 corporation's tax year Required Installments . If the box on line 6 and/or line 7 above is checked, enter the amounts from Sch A, line 38 If the box on line 8 (but not 6 or 7) is checked, see instructions for the amounts to enter If none of these boxes are checked, 10 enter 25% of line 5 above in each column. Estimated tax paid or credited for each period (see instructions) For column (a) only, enter the amount 11 from line 11 on line 15 Complete lines 12 through 18 of one column before

05/15/07

146.

06/15/07

145.

09/15/07

146.

145.

1 , 040.

going to the next column. 894. 749. 12 Enter amount, if any, from line 18 of the preceding column 12 894. 749. 13 Add lines 11 and 12 . . 13 14 Add amounts on lines 16 and 17 of the preceding column 14 1,040. 894. 749. 15 Subtract line 14 from line 13 If zero or less, enter -015 16 If the amount on line 15 is zero, subtract line 13 from line 0. 0. 16 14 Otherwise, enter-0- . .. 17 Underpayment . If line 15 is less than or equal to line 10, subtract line 15 from line 10. Then go to line 12 of the next 17 column. Otherwise, go to line 18 18 Overpayment . If line 10 is less than line 15, subtract line 10 18 894. 749. 603. from line 15 Then g o to line 12 of the next column Go to Part IV on page 2 to figure the penalty . Do not go to Part IV If there are no entries on line 17 - no penalty Is owed. JWA For Paperwork Reduction Act Notice , see separate Instructions . 712801 02-13-08

12/15/07

603.

603. 603.

Form 2220 (2007)

FORM 990-PF Form2220(2007) P^ !1t

THE WESTLAKE FOUNDATION INC. C/O KONIGSBERG, WOLF & CO.

13-3393042

Page 2

Figuring the Penalty

19 Enter the date of payment or the 15th day of the 3rd month after the close of the tax year, whichever is earlier (see instructions) ( Form 990 - PF and Form 990 -T filers: Use 5th month instead of 3rd month ) 20

Number of days from due date of installment online 9 to the date shown on line 19

21

Number of days online 20 after 4/152007 and before 1/1/2008

22

Underpayment on line 17 x Number of days on line 21 x 8% 365

23

Number of days online 20 after 12/31/2007 and before 4/1/2008

24

Underpayment on line 17 x Number of days on line 23 x 7% 366

25

Number of days on line 20 after 3/31/2008 and before 7/12008

25

Underpayment on line 17 x Number of days on line 25 X •% 366

27

Number of days online 20 after 6/302008 and before 10/12008

28

Underpayment on line 17 x Number of days on line 27 x'% 366

29

Number of days on line 20 after 9/30/2008 and before 1/12009

30

Underpayment online 17 x Number of days on line 29 x'% 366

31

Number of days on line 20 after 12/31/2008 and before 2/162009

32

Underpayment on line 17 x Number of days online 31 x •% 365

33

Add lines 22, 24, 26, 28, 30, and 32

124 r .

25

31

. .

34 Penalty . Add columns (a) through (d) of line 33 Enter the total here and on Form 1120; line 33, . . . . 34 $ or the comparable line for other income tax returns * For underpayments paid after March 31, 2008 : For lines 26, 28, 30, and 32, use the penalty interest rate for each calendar quarter, which the IRS will determine during the first month in the preceding quarter These rates are published quarterly in an IRS News Release and in a revenue ruling in the Internal Revenue Bulletin To obtain this information on the Internet, access the IRS website at www . irs.gov . You can also call 1-800-829-4933 to get interest rate information. TWA

712802 02-13-08

0.

Form 2220 (2007)