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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
SPECIALTY CATALOG CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
84748Q 10 3
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(CUSIP Number)
Eric Eisenstadt
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: / /
Check the following box if a fee is being paid with the statement: / /
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CUSIP No. SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Central Investments Limited
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
British Virgin Islands
7. Sole Voting Power
733,966
Number of Shares
8. Shared Voting Power
Beneficially 0
Owned by Each
9. Sole Dispositive Power
Reporting Person 733,966
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
733,966
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
15.6%
14. Type of Reporting Person
CO
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CUSIP No. SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marion Naggar's Children Settlement Trust
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Formed under laws of England and Wales
7. Sole Voting Power
733,966
Number of Shares
8. Shared Voting Power
Beneficially 0
Owned by Each
9. Sole Dispositive Power
Reporting Person 733,966
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
733,966
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
15.6%
14. Type of Reporting Person
OO
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CUSIP No. SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Rheinhold Vohlwend
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Liechtenstein
7. Sole Voting Power
0
Number of Shares
8. Shared Voting Power
Beneficially 733,966
Owned by Each
9. Sole Dispositive Power
Reporting Person 0
With
10. Shared Dispositive Power
733,966
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
15.6%
14. Type of Reporting Person
OO
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CUSIP No. SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Victor Pech
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Liechtenstein
7. Sole Voting Power
0
Number of Shares
8. Shared Voting Power
Beneficially 733,966
Owned by Each
9. Sole Dispositive Power
Reporting Person 0
With
10. Shared Dispositive Power
733,966
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
15.6%
14. Type of Reporting Person
OO
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Item 1
This Schedule 13D relates to the common stock ("Common Stock") of
Specialty Catalog Corp. (the "Company"). The principal executive offices of the
Company are 21 Bristol Drive, South Easton, MA 02375.
Item 2
Central Investments Limited ("Central") is a British Virgin Islands
limited liability company having its registered offices at Unit 18, Mill Mall,
Wickhams Cay, Road Town, Tortola, British Virgin Islands. The sole shareholder
of Central is a grantor trust governed by the laws of England which was formed
for the benefit of Marion Naggar's children (the "Trust"). Marion Naggar is the
wife of Guy Naggar. Mr. Naggar is a director and shareholder of the Company. Mr.
Naggar is neither a beneficiary or trustee of the Trust and has no investment
power or control over the activities of the Trust. Mr. Naggar disclaims any
beneficial ownership of the shares of the Company's Common Stock held by Central
(the "Securities").
The Trust is managed by two trustees, Victor Pech and Rheinhold
Vohlwend each of whom has shared power over the activities of the Trust. The
trustees have no direct voting or dispositive power the Securities, but the
trustees in their capacity as shareholders of Central can appoint the directors
of Central and accordingly may be deemed to be the beneficial owner of the
Securities. Messrs Pech and Vohlwend serve as trustees in a fiduciary capacity
and disclaim any beneficial ownership of the Securities.
In the past five years neither Central, any of Central's officers or
directors, the Trust nor the Trustees have:
(i) been convicted in a criminal proceeding; and
(ii) been a party to a civil or administrative proceeding and
as a result of this proceeding become subject to Federal or State securities
laws or finding any violation with respect to such laws.
Item 3
The present transaction does not involve a purchase of the Company's
Common Stock. Central was a shareholder of Viking Holdings Limited ("Viking"), a
British Virgin Islands corporation. Viking beneficially owned 1,483,553 shares
of the Company's Common
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Stock. The Board of Directors and shareholders of Viking voted to dissolve
Viking and adopted a plan of liquidation, pursuant to which the Company's Common
Stock was distributed pro rata among the Viking shareholders. Central received
733,966 shares of the Company's Common Stock as part of its distributive share.
Item 4
The purpose of the acquisition of the Common Stock by Central (and to
the extent beneficial ownership is so attributed, to the Trust and to trustees)
is for investment. Central or the Trust may make further purchases of Common
Stock from time to time and may dispose of any or all of the shares of Common
Stock held by it at any time, subject to compliance with applicable law. Neither
Central nor the Trust have any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j) of Item
4 of Schedule 13D. Central and the Trust may, from time to time, review or
reconsider its position with respect to the Company and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
Item 5
(a) Although Central is the holder of record of Securities, both
the Trust and the trustees may be deemed to also beneficially
own the same shares. Central, the Trust and the trustees each
beneficially owns 733,966 shares (15.6%) of the Company's
Common Stock based on 4,701,666 shares of Common Stock
outstanding as disclosed by the Company in its Form 10-K for
the year ended December 31, 1996 as filed with the Securities
and Exchange Commission.
(b) Central and the Trust each has sole voting and dispositive
power over 733,966 shares of the Company's Common Stock. The
trustees have shared voting and dispositive powers over
733,966 shares of the Company's Common Stock.
(c) None.
(d) None.
(e) Not applicable.
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Item 6
The Trust was created by a Settlement Agreement between Marion Naggar,
the wife of Mr. Naggar and the original trustees dated March 28, 1969 (the
"Settlement") as modified by a subsequent Deed of Appointment dated February 20,
1989. Pursuant to the Agreement the trustees have full investment power,
including dispositive power over the assets of the trust. The trustees
presently, as sole shareholders of Central, have the right to appoint the
directors of Central and accordingly have the ability to influence the voting
and disposition of the Securities.
Item 7
Attached hereto as Exhibit 2 is the Settlement.
Attached hereto as Exhibit 1 is the Agreement and the Deed of
Appointment.
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THIS DEED OF APPOINTMENT is made the 20th day of February 1989 BETWEEN VICTOR
PECH and RHEINHOLD VOHLWEND both of P.O. Box 925 Pradafant 9490 Vaduz
Liechtenstein (hereinafter together called "the Appointors') of the one part and
MARION NAGGAR of 61 Avenue Road London NW8 (hereinafter called "the Settlor") of
the other part AND IS SUPPLEMENTAL to a settlement (hereinafter called "the
Settlement') dated 28th March 1969 and made between the Settlor of the one part
and Leslie Mortimer Nathanson and Richard Allen William Caine of the other part.
WHEREAS:
A. The Appointors are the present trustees of the Settlement
B. The Appointors wish to exercise the power of appointment hereinafter
mentioned in the manner hereinafter appearing
C. The Settlor has joined in this deed in order to signify her
acceptance of office as the Nominated person as from the execution
of this deed
NOW THIS DEED WITNESSES as follows:
1. DEFINITIONS
In this deed where the context admits:
a. "the Trustees" means the Appointors and any other the
trustees or trustee for the time being of the Settlement
b. "Guy" means Guy Naggar (the husband of the Settlor)
c. "Nominated Person" means:
(1) the Settlor for so long as she is living and has
not resigned as the Nominated Person and subject
thereto
(2) Guy for so long as he is living and has not
resigned as the Nominated Person and subject thereto
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(3) person (or persons in succession) as the Settlor and
Guy or the survivor of them may be deed or deeds (to
which the person then nominated is also a party and
executed during the Discretionary Period) revocably
or irrevocably appoint to be the Nominated Person for
the purposes of the Settlement (whether or not in
priority to the individual mentioned in paragraph (iv
of this sub-clause so long as such person (if an
individual) is living or (if a corporation) is in
being and not in the course of liquidation and (if an
individual or a corporation) has not resigned as the
Nominated Person and subject thereto
(4) David Cicurel (the nephew of Guy) for so long as he
is living and has not resigned as the Nominated
Person
(and provisions concerning the office of the Nominated Person
are contained in clauses 10 to 12 (inclusive) below)
d. "Albert means the Settlor's son Albert Naggar who was born on
the 15th July 1967
e. "Diane" means the Settlor's daughter Diane naggar who was born
on 11th May 1969
f. "Jonathan" means the Settlor's son Jonathan Naggar who was
born on 24th January 1971
g. the expression "the Trust Fund" has the meaning ascribed to
that term by clause 1(a) of the Settlement
h. "the First Share" means Albert's expectant or presumptive
share of the Trust Fund under clause 3 of the Settlement (and
includes any accretions thereto) and the money investments and
property from time to time representing the First Share
i. "the Second Share" means Diane's expectant or presumptive
share of the Trust Fund under clause 3 of the Settlement (and
includes any accretions thereto) and the money investments and
property from time to time representing the Second Share
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j. "the Third Share" means Jonathan's expectant or presumptive
share of the Trust Fund under clause 3 of the Settlement (and
includes any accretions thereto) and the money investments and
property from time to time representing the Third Share
k. "the Trust Period" means the period expiring on 26th
March 2049
l. the Discretionary Period" means the period ending on the
first to occur of:
(1) the date on which there shall be no person who is the
Nominated Person in office and
(2) the date of expiration of the Trust Period
m. "the Accumulation Period" means the period ending on the first
to occur of:
(1) the date of death of the Settlor and
(2) the date of expiration of the Trust Period
n. "the Specified Vesting Date" means the first to occur of:
(1) the third anniversary of the expiration of the
Discretionary Period and
(2) the date of expiration of the Trust Period
o. "the Default Trust" means the trust in favour of such
charitable purposes as the Trustees may select declared by
clause 6 of the Settlement
p. expressions descriptive of relationship shall be construed in
accordance with the law in force at the date of the Settlement
q. the headings and sub-headings in this deed are inserted for
ease of reference only and shall not affect its construction
2. EXERCISE OF OVERRIDING POWER OF APPOINTMENT
In the exercise of the power conferred on them by clause 5 of the
Settlement and all other powers enabling them in this behalf the
Appointors as the trustees of the Settlement HEREBY IRREVOCABLY APPOINT
AND DECLARE that the First Share the Second Share and the Third Share
shall henceforth be held as to both capital and income upon the trusts
and with subject to the
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powers and provisions hereinafter declared and contained (and the
trusts of clause 3 of the Settlement shall henceforth be extinguished
accordingly)
THE FIRST SHARE
3. TRUSTS OF THE FIRST SHARE DURING THE DISCRETIONARY PERIOD
The Nominated Person's Power of Appointment
a. The Nominated Person may at any time or times during the
Discretionary Period by any deed or deeds revocable (during
the Discretionary Period) or irrevocable appoint the First
Share and the income thereof (or any share or part thereof)
upon such trusts for the benefit of all or any one or more of
Albert and any spouse or widow or children or remoter issue of
Albert exclusive of the other or others of them and if more
than one in such shares and proportions and with and subject
to such powers and provisions for their respective maintenance
education advancement or other benefit and in such manner
generally as the Nominated Person thinks fit and without
prejudice to the generality of the foregoing the Nominated
Person may in any exercise of this power provide for:
(1) the accumulation of income during the Accumulation
Period
(2) the immediate falling into possession of the Default
Trust
(3) powers and provisions of an administrative nature
(whether or not the beneficial provisions affecting
the first Share are affected by any such appointment)
(4) the transfer of the First Share (or any share or part
thereof) to the trustees of another settlement the
trustees of which are resident in any part of the
world to be held by such trustees as an accretion to
the trust property subject to that settlement and
as one fund therewith for all purposes Provided
That the trusts powers and provisions of that
settlement could have been provided for within the
Settlement by the Nominated Person in exercise of
the power of appointment contained in this sub-clause
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b. (1) No appointment in exercise of the above power
shall be made and no such appointment previously made
shall be revoked so as to affect any capital or
income of the First Share previously paid transferred
or applied to or for the benefit of any beneficiary
under the trusts and power hereinafter declared and
contained and
(2) The Trustees shall act in accordance with the trusts
powers and provisions hereinafter declared and
contained until supplied with any deed of appointment
made by the Nominated Person in exercise of the above
power.
Trusts taking effect subject to and in default of any exercise of the
Nominated Person's Power of Appointment
c. Subject to and in default of any appointment or appointments
made in exercise of the power contained in sub-clause (a) of
this clause the Trustees shall during the Discretionary
Period hold the First Share and the income thereof on the
following trusts:
(1) the Trustees shall pay the income of the First Share
to Albert during his lifetime
(2) the Trustees shall have power at anytime or times
during the Discretionary Period whilst the income
interest under paragraph (i) of this sub-clause (c)
is subsisting in Albert to pay appropriate or apply
all or any part of the capital of the First Share in
which such interest for the time being subsists to or
(in such manner as they think fit) for the benefit of
Albert and
(3) subject as aforesaid the First Share and the income
thereof shall be held on the trusts and with and
subject to the powers and provisions declared and
contained in clause 5 below
4. TRUSTS OF THE FIRST SHARE UPON THE EXPIRATION OF THE
DISCRETIONARY PERIOD
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Subject to and in default of any appointment or appointments made in
exercise of the power contained in sub-clause (a) of clause 3 above the
Trustees shall as from the expiration of the Discretionary Period hold
the First Share and the income thereof on the following trusts:
Trusts taking effect during Albert's lifetime
a. if Albert is living at the expiration of the Discretionary
Period the Trustees shall divide the First Share or treat the
First Share as divided into two halves and shall hold each of
such halves upon the following trusts:
(1) as to one such half for Albert absolutely if he is
living on the late to occur of his twenty-fifth
birthday and the Specified Vesting Date
(2) as to the other such half for Albert absolutely if he
is living on the later to occur of his thirty-fifth
birthday and the specified Vesting Date
b. whilst Albert is living and his interests under sub-clause
(a) of this clause have not absolutely vested
(1) the Trustees shall pay the income of the first Share
(or that half of the First Share which has not
absolutely vested as the case may be) to Albert and
(2) the Trustees shall have power at any time or times
whilst the income interest under paragraph (i) of
this sub--clause (b) is subsisting in Albert to pay
appropriate or apply all or any part of the capital
of the First Share in which such interest for the
time being subsists to or (in such manner as they
think fit) for the benefit of Albert
Trusts taking effect as of Albert's death
c. subject as aforesaid the First Share and the income thereof
shall be held on the trusts and with and subject to the powers
and provisions declared and contained in clause 5 below
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5. TRUSTS REFERRED TO IN CLAUSES 3(c)(iii) AND 4(c) ABOVE
a. The Trustees shall hold the First Share:
(1) for all or any one or more of the children of Albert
(hereinafter called "the Specified Beneficiaries')
who attain the age of twenty-five years before or on
the expiration of the Trust Period or are living and
are under that age on the expiration of the Trust
Period or die under that age and before or on the
expiration of the Trust Period leaving a child or
children in such shares (if more than one) as the
Trustees shall by deed or deeds executed before the
expiration of the Trust Period and either revocable
(during the Trust Period) or irrevocable appoint and
(2) subject to and in default of any such appointment for
such of the Specified Beneficiaries as attain the age
of twenty-five years before or on the expiration of
the Trust Period or are living and are under that age
on the expiration of the Trust Period or die under
that age and before or on the expiration of the Trust
Period leaving a child or children and if more than
one in equal shares
b. The provisions of sub-clauses (c) to (e) of this clause shall
apply to the share or entitlement or presumptive share or
entitlement in or to the First Share of any of the specified
Beneficiaries such share or entitlement or presumptive share
or entitlement being in those clauses called "the share" and
that one of the Specified Beneficiaries who is primarily
interested therein being called "the Beneficiary"
c. While the Beneficiary is living and under the age of
twenty-five years and the Trust Period has not expired:
(1) the Trustees may pay transfer or apply the whole or
any part or parts of the capital of the share for or
towards the maintenance education or otherwise (in
such manner as they think fit) for the benefit of the
Beneficiary or
(2) declare that the provision of sub-clause (d) of this
clause shall thenceforth regulate the
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Share notwithstanding that the Beneficiary is living
and under the age of twenty-five years
and subject as aforesaid
(3) during the Accumulation Period the Trustees may pay
or apply all or any part of the income of the Share
to or for the maintenance education or otherwise for
the benefit of the beneficiary and subject thereto
shall accumulate all (or the balance) of such income
as an accretion to the capital of the Share and
(4) upon the expiration of the Accumulation period
section 31 of the Trustee Act 1925 (as hereby
modified) shall apply to the income of the Share
d. On the Beneficiary attaining the age of twenty-five years
before or on the expiration of the Trust Period or dying under
that age and before or on the expiration of the Trust period
leaving a child or children the Share shall not vest
absolutely in the Beneficiary but shall be retained by the
Trustees upon the following trusts and with and subject to the
following powers and provisions (or such of the same as are
subsisting and capable of taking effect) that is to say:
(1) The income of the Share shall be paid to the
Beneficiary whilst he is living
(2) The Trustees shall have power exercisable at any time
or times while the Beneficiary is living and before
the expiration of the Trust Period to pay transfer or
apply the whole or any part or parts of the capital
of the Share to or (in such manner as they think fit)
for the benefit of the Beneficiary
(3) Subject as aforesaid the Share shall be held for the
Beneficiary absolutely if living on the expiration of
the Trust Period
(4) Subject as aforesaid the Share shall be held in trust
as to both capital and income for such of the
Beneficiary's children as attain the age of
twenty-five years before or on the expiration of
the Trust Period or are living and under that age on
the expiration of
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this Trust Period and if more than one in such
shares as the Trustees shall be deed or deeds
(executed during the Trust Period) appoint and
subject to and in default of any such appointment for
such of the Beneficiary's children as attain the age
of twenty-five years before or on the expiration of
the Trust Period or are living and under that age on
the expiration of the Trust Period and if more than
one in equal shares
e. Subject as aforesaid the Share (together with any accrual
thereto) shall accrue to the other share or shares of the
First Share the trusts whereof shall not previously have
failed or determined (otherwise than by absolute vesting) and
if more than one rateably between them and every such accrual
shall be held upon the same trusts and with and subject to the
same powers and provisions as the original share or shares to
which the same accrues.
TRUSTS TAKING EFFECT SUBJECT TO THE PRECEDING PROVISIONS
6. Subject as aforesaid the First Share (together with any accrual
thereto) shall accrue to the other share or shares of the Trust Fund
(that is the Second Share and the Third Share) the trusts whereof shall
not previously have failed or determined (otherwise than by absolute
vesting) and if more than one rateably between them and every such
accrual shall be held upon the same trusts and with and subject to the
same powers and provisions as the original share or shares to which the
same accrues.
THE SECOND SHARE
7. The Second share and the income thereof shall be half upon the same
trusts and with and subject to the same powers and provisions as are
declared in relation to the First Share by clauses 3 to 6 of this deed
but as if:
a. a reference to Diane had been substituted for each reference
to Albert in those clauses
b. a reference to the Second Share had been substituted for each
reference to the First Share in those clauses
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c. a reference to the First Share had been substituted for the
reference to the Second Share in clause 6 and
d. all consequential amendments had been incorporated therein
THE THIRD SHARE
8. The Third Share and the income thereof shall be held upon the same
trusts and with and subject to the same powers and provisions as are
declared in relation to the First Share by clauses 3 to 6 of this deed
but as if:
a. a reference to Jonathan had been substituted for each
reference to Albert in those clauses
b. a reference to the Third Share had been substituted for each
reference to the First Share in those clauses
c. a reference to the First Share had been substituted for the
reference to the Third Share in clause 6 and
d. all consequential amendments had been incorporated therein
SECTIONS 31 AND 32 OF THE TRUSTEE ACT 1925
9. Save as hereinbefore expressly provided Sections 31 and 32 of the
Trustee Act 1925 shall apply hereto subject to the following
modifications:
a. In Section 31(l)(i) the words "the trustees in their absolute
discretion think fit" shall be deemed to have been substituted
for the words "may in all the circumstances be reasonable"
b. The proviso to Section 31(1) shall be deemed to have been
omitted therefrom
c. In paragraph (a) of the proviso to Section 32(1) the words
"one-half of" shall be deemed to have been omitted
ADMINISTRATIVE AND OTHER PROVISIONS
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10. The Nominated Person:
a. shall be entitled to receive from the Trustees copies of:
(1) the annual accounts of the Trust Fund
(2) the annual accounts of any company controlled
directly or indirectly by the Trustees as trustees of
the Settlement and
(3) any other documentation relating to the Settlement
which the Nominated Person may reasonably request in
writing
b. may be deed or deeds wholly or partially release or restrict
the future exercise of any of the powers conferred on him by
this deed (and any such release or restriction shall bind any
future Nominated Person unless the contrary is expressly
stated)
c. shall resign (if at all) by executing a deed to that effect
which deed may be executed in advance of such individual
assuming office as the Nominated Person
d. shall as soon as is practicable supply the Trustees with any
deed of appointment or any deed of releasor restriction of
powers or any deed of resignation executed by him
e. shall in the case of any prospective resignation as soon as is
practicable supply the Settlor and Guy (or the survivor of
them) with a copy of any deed of resignation executed by him
f. shall (if an individual) inform his personal representatives
(in the body of any will made by him or otherwise) and/or his
solicitor or any other responsible person or persons of the
necessity of informing the Trustees so soon as is practicable
of his death and
g. shall not in any circumstances be liable for or accountable in
respect of the exercise or omission to exercise the powers
conferred on him by this deed
11. The Settlor and Guy (or the survivor of them):
a. may be deed or deeds wholly or partially restrict the future
exercise of the power conferred on them by clause 1(c)(iii)
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b. shall as soon as is practicable supply the Trustees with any
deed appointing a person as the Nominated Person for the
purposes of the Settlement or revoking the appointment of any
such individual and
c. shall not in any circumstances be liable for or accountable in
respect of the exercise or omission to exercise the power of
appointing or of revoking the appointment of any such
individual
12. The Trustees:
a. may by deed or deeds wholly or partially release or restrict
the future exercise of any of the powers conferred on them by
this deed (including those incorporated from the Settlement by
clause 13 below) or by law (any such release or restriction
shall bind any future Trustees unless the contrary is
expressly stated) and
b. shall ensure that the Nominated Person and all other
individuals who are then prospectively appointed as Nominated
Person are informed of any appointment release restriction or
resignation communicated to the Trustees under clause 10(d) of
this deed
13. The administrative and other powers and provisions contained in clauses
7 to 10 (inclusive) and 12 to 15 (inclusive) of the Settlement shall
continue to apply hereto
14. The Trustees shall in addition have the following administrative
powers:
a. Power to lend any money forming the whole or any part of the
Trust Fund to any person anywhere in the world upon such terms
as to repayment and interest as the Trustees think fit
PROVIDED that it shall be a condition of this power being
exercised so as to make a loan at anything less than full
market interest than the loan should be in favour of a
beneficiary who would for the time being otherwise be entitled
to any income arising in respect of the money lent or who
would be so entitled if he had attained a specified age or
who could become so
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entitled by the exercise of a then subsisting power
b. (1) Power upon such terms and conditions as the Trustees
think fit to guarantee and/or make any assets subject
to any of the trusts of the Settlement available as
collateral security for the debts liabilities or any
other obligations of any beneficiary to or for the
benefit of whom the Trustees could under the
beneficial provisions of this deed at the date of
provision of such guarantee and/or collateral
security have paid transferred or applied the assets
providing such collateral security or earmarked by
the Trustees for meeting any liability under any such
guarantee.
(2) Power upon such terms and conditions as the Trustees
think fit to guarantee and/or make any assets subject
to any of the trusts of the Settlement available as
collateral security for the debts liabilities or any
other obligations of any corporate body the shares or
securities of which are wholly or partly owned by any
beneficiary to or for the benefit of whom the
Trustees could under the beneficial provisions of
this deed at the date of provision of such guarantee
and/or collateral security have paid transferred or
applied the assets providing such collateral security
or earmarked by the Trustees for meeting any
liability under any such guarantee and
(3) Power upon such terms and conditions as the Trustees
think fit to guarantee and/or make any assets subject
to any of the trusts of the Settlement available as
collateral security for the debts liabilities or an
other obligations of any corporate body the shares or
securities of which are wholly or partly owned by the
Trustees PROVIDED that the assets providing such
collateral security or earmarked by the Trustee for
meeting any liability under any such guarantee shall
at the date of provision of such guarantee and/or
collateral security be held upon the same trusts as
the shares or securities in question.
13
<PAGE>
15. Any costs and expenses and any fiscal liabilities occasioned anywhere
in the world by virtue of the execution of this deed shall be borne by
and paid out of the share of the Trust Fund in respect of which the
same arose and subject thereto rateably as between such shares.
IN WITNESS whereof the parties hereto have hereunto set their hands and
seals the day and year first before written
14
<PAGE>
SIGNED SEALED and DELIVERED )
by the said VICTOR PECH )
in the presence of: ).............................................
Witness signature...............................................................
Name............................................................................
Address.........................................................................
................................................................................
Occupation......................................................................
SIGNED SEALED and DELIVERED )
by the said RHEINHOLD VOHLWEND )
in the presence of: ).............................................
Witness signature...............................................................
Name............................................................................
Address.........................................................................
................................................................................
Occupation......................................................................
SIGNED SEALED and DELIVERED )
by the said MARION NAGGAR )
in the presence of: ).............................................
Witness signature...............................................................
Name............................................................................
Address.........................................................................
................................................................................
Occupation......................................................................
15
<PAGE>
THIS SETTLEMENT is made the 8th day of March, One Thousand
Nine Hundred and Sixty-Nine BETWEEN MARION NAGGAR of 34 Bryanston Square W1 in
Greater London the wife of Guy Naggar (hereinafter called "the Settlor") of the
one part and LESLIE MORTIMER NATHANSON of 211 Piccadilly London W.1. Solicitor
and RICHARD ALLEN WILLIAM CAINE of 24 Ludgate Hill London E.C.4. Chartered
Accountant (hereinafter called "the Trustees" which expression where the context
permits includes the Trustee or Trustees for the time being of these presents)
of the other part
WHEREAS:
(a) At the date hereof the Settlor has one child and
no more namely Albert Naggar who was born on the Fifteenth day of
July One thousand nine hundred and sixty seven
(b) The Settlor wishes to provide for her said child
and for future children hereafter to be born to her and to create
such trusts as hereinafter appear
(c) The Settlor is about to transfer into the joint names or
control of the Trustees the investments specified in the Schedule hereto and it
is apprehended that the Settlor may hereafter pay or transfer or cause to be
paid or transferred money or further investments to be held on the trusts hereof
NOW in consideration of the premises THIS DEED WITNESSETH as
follows:
<PAGE>
1. IN this Settlement the following terms shall where
the context so admits have the following meanings:
a. "the Trust Fund" means
(i) the investments specified in the Schedule
hereto
(ii) all money and investments paid or
transferred to and accepted by the
Trustees as additions to the Trust Fund and
(iii) the investments and property from time to
time representing such investments and
additions or any part or parts thereof
b. "the Trust Period" means the period of eighty
years from the date of this Deed
c. "the Beneficiaries" means the said Albert Naggar and
all the children of the Settlor hereafter born to her before the expiration of
Twenty one years from the date of this Deed.
2. THE Trustees shall stand possessed of the Trust Fund UPON
TRUST that the Trustees shall either permit the same to remain as invested or
shall at their discretion sell, call in or convert into money the whole or any
part thereof and shall at the like discretion invest the money arising thereby
in the names or under the control of the Trustees in any of the investments
hereinafter authorized with power from time to time at the like
<PAGE>
discretion to change such investments for others of a like
nature.
3. (i) THE Trustees shall stand possessed of one equal
half part or moiety of the Trust Fund UPON TRUST for such of the Beneficiaries
as shall attain the age of Twenty five years and if more than one in equal
shares absolutely.
(ii) The Trustees shall stand possessed of the
remaining one equal half part or moiety of the Trust Fund UPON TRUST for such of
the Beneficiaries as shall attain the age of Thirty five years and if more than
one in equal shares absolutely.
(iii) If any of the Beneficiaries shall die under
the age of Thirty five years leaving a child or children him or her surviving
the Trustees shall stand possessed of the share in the Trust Fund and
accumulations of income which such Beneficiary would have taken had he or she
attained the age of Twenty five or Thirty five years (as the case may be) UPON
TRUST for any such child or children who shall be living at the expiration of
the Perpetuity Period or attain the age of Twenty five years within the
Perpetuity Period and if more than one in equal shares absolutely.
4. THE trusts aforesaid shall carry the intermediate
income and the provisions of Section 31 of the Trustee Act 1925
<PAGE>
shall apply to this Settlement accordingly subject nevertheless
to the following variations:
(i) the words "may in all the circumstances be reasonable"
shall be omitted from paragraph (i) of sub-section (1) thereof and there shall
be substituted the words "the Trustees shall in their absolute discretion think
fit" and (ii) the proviso at the end of sub-section (1) thereof shall be
omitted.
5. NOTWITHSTANDING the trusts contained in Clause 3 hereof the
Trustees may at any time or times during the lifetime of any of the
Beneficiaries before he or she shall attain the age of Twenty five years or
Thirty five years declare such trusts revocable or irrevocable in respect of the
whole or any part or parts of the expectant or presumptive share of any
Beneficiary in the Trust Fund that shall not then have been paid to or applied
for the benefit of such Beneficiary under the trusts and provisions hereinbefore
contained in favour of such Beneficiary and any spouse widower or widow child or
children or remoter issue of such Beneficiary and subject to such conditions
limitation provision for maintenance education support advancement and benefit
protective and other discretionary trusts exercisable at the discretion of the
Trustees or any other person or persons as the Trustees shall in their absolute
discretion think fit but so nevertheless that all interests in the Trust
<PAGE>
Fund shall become vested absolutely before the expiration of the Perpetuity
Period.
6. ANY income or capital of the Trust Fund which but for the
provisions of this present Clause would be undisposed of by this Deed shall be
held in trust for such charitable purposes as the Trustees may in their absolute
discretion determine.
7. MONEY to be invested under the trusts hereof may be applied
or invested in the purchase of or at interest upon the security of such shares,
stocks funds, securities, land buildings, chattels or other investments or
property of whatsoever nature and wheresoever situate and whether involving
liabilities or producing income or net or upon such personal credit (other than
that of the Settlor or any husband) as the Trustees shall in their absolute
discretion think fit to the intent that the Trustees shall have the same powers
in all respects as if they were absolute owners beneficially entitled.
8. THE Trustees shall have the following powers:
(1) Power to apply any money for the time being
forming part of the Trust Fund in improving
or developing any land which or the proceeds
of sale of which may for the time being be
subject to the trusts hereof or erecting
<PAGE>
enlarging improving or rebuilding any
buildings upon such land
(2) Power to permit any Beneficiary to reside in
any dwellinghouse occupy any land or have
the custody and use of any chattels which or
the proceeds of sale of which may for the
time being be subject to the trusts hereof
upon such conditions as to payment of rent
rates taxes and other expenses and outgoings
and as to insurance repair and decoration
and for such period and generally upon such
terms as the Trustees in their discretion
shall think fit
(3) Power to sell lease demise let mortgage
charge licensee and generally manage and
deal with any land of any tenure which or
the proceeds of sale of which may at any
time form part of the Trust Fund as if the
Trustees were beneficial owners absolutely
entitled
(4) Power to appropriate any investment or
property from time to time forming part of
the Trust Fund in its actual state of
investment in or towards the satisfaction of
the beneficial interest of any person in the
Trust Fund upon making such valuations as
the Trustees may think fit and without the
<PAGE>
necessity of obtaining the consent of any
person
(5) Power to borrow money on such terms and as
to interest repayment and otherwise as they
may think fit and whether upon the security
of the whole or any part or parts of the
Trust Fund or upon personal security only
and to use such money borrowed in purchasing
or subscribing for investment or property to
be held as part of the Trust Fund or
otherwise for any purpose for which capital
moneys forming part of the Trust Fund may be
used
(6) Power (but without being under any
obligation) to effect any policy of
insurance upon the life of the Settlor (and
in particular a policy whereby a sum of
money becomes payable in the event of the
Settlor dying within Seven years of the date
hereof) and to apply any part or parts of
the capital or income of the Trust Fund or
any accumulations of income of the Trust
Fund in or towards the payment of any
premium for the effecting or the maintaining
of any such policy and power to borrow from
any person including any one or more of
themselves the moneys required for any such
premium upon such terms as to repayment
interest and
<PAGE>
otherwise as the Trustees in their absolute
discretion think fit and to charge any part
of the capital or income (including any
future income of the Trust Fund with the
repayment of any moneys so borrowed)
9. EVERY discretion or power hereby conferred on the Trustees
shall be an absolute and uncontrolled discretion or power and no Trustee shall
be held liable for any loss or damage accruing as a result of his concurring or
refusing or failing to concur in any exercise of any such discretion or power.
10. IN the professed execution of the trusts and powers hereof
no Trustee being an individual shall be liable for any loss to the Trust Fund
arising by reason of any improper investment made in good faith or for the
negligence or fraud of any agent employed by him or by any other Trustee hereof
although the employment of such agent was not strictly necessary or expedient or
by reason or any mistake or omission made in good faith by any Trustee hereof or
by reason of any other matter or thing except wilful and individual fraud or
wrongdoing on the part of the Trustee who is sought to be made so liable.
11. THE cost of the preparation and completion of this Deed
and of the transfer of the investments to the Trustees and the Stamp Duty
thereon and any expenses incidental thereto shall be paid out of the income of
the Trust Fund.
<PAGE>
12. ANY Trustee being a Solicitor or other person engaged in
any profession or business shall be entitled to be paid all usual professional
or proper charges for business transacted time expended and acts done by him or
any partner of his in connection with the trusts hereof including acts which a
trustee not being in any profession or business could have done personally
13. (i) THE power of appointing new and additional
Trustees shall be vested in the Settlor during her life and after her death in
her widower during his life PROVIDED THAT neither the Settlor nor any husband of
the Settlor shall be or become a Trustee hereof.
(ii) Notwithstanding anything hereinbefore
expressed or implied a person including a body corporate not resident in the
United Kingdom shall be eligible to be appointed a trustee hereof
notwithstanding that no other trustee or only a minority of the Trustees may be
resident in the United Kingdom.
14. THE Trustees shall during the Perpetuity Period have power
by deed but during the lifetime of the Settlor not without her consent in
writing to declare that this Settlement shall from the date of such deed or any
later date specified therein be administered in some country other than the
United Kingdom.
<PAGE>
15. NOTWITHSTANDING anything hereinbefore contained or implied
neither the Settlor nor any husband of the Settlor shall at any time hereafter
either directly or indirectly take or receive any benefit whatsoever hereunder
in any circumstances whatsoever and no power or discretion hereunder shall be
exercised so as to confer any such benefit on the Settlor or any husband of the
Settlor.
IN WITNESS whereof the parties hereto have hereunto set their
hand and seals the day and year first above written
THE SCHEDULE above referred to 166,000 Ordinary Shares of $1
each in Central Holdings Limited.
SIGNED SEALED AND DELIVERED )
by the above-named )
in the presence of )
SIGNED SEALED AND DELIVERED )
by the above-named )
in the presence of )
SIGNED SEALED AND DELIVERED )
by the above-named )
in the presence of )
