UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Power Exploration, Inc.
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(Name of Issuer)
Common Stock, par value $0.02
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(Title of Class of Securities)
739272 20 1
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(CUSIP Number)
Reginald L. Davis, esq., 11701 South Freeway,
Burleson, Texas 76028 (817) 293-9334
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 19, 2000
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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 the subject of this Schedule 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
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SCHEDULE 13D
CUSIP No. 739272 20-1 Page 2 of 12 Pages including
exhibits
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald W. Welborn
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( )
(B) (X)
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). [X]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the State of Texas
7) SOLE VOTING POWER 1,500,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 8,000,000
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 1,500,000
PERSON WITH
10) SHARED DISPOSITIVE POWER 8,000,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(X)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14) TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
This schedule relates to common stock, par value $0.02 per share, of Power
Exploration, Inc. ("Common Stock"). Power Exploration, Inc. ("Power
Exploration") is a Nevada corporation with principal offices at 5416 Birchman
Avenue, Fort Worth, Texas 76107.
Item 2. Identity and Background
(a) This schedule is filed by Ronald W. Welborn, a Texas resident.
(b) The business address for Mr. Welborn is 11701 South Freeway, Burleson, Texas
76028
(c) The principal business of Mr. Welborn is providing financial and business
consulting services.
(d) On the 6th day of June, 1996, judgment was entered against Mr. Welborn in
the United States District Court for the Northern District of Texas, Fort Worth
Division, for a violation of 18 U.S.C. Section 1341 (mail fraud). Mr. Welborn
was placed on probation for a five (5) year period and ordered to pay
restitution in the sum of $10,993.
(e) During the last five (5) years Mr Welborn has not been a party to a civil
proceeding which has resulted in a judgment, decree or final order enjoining
future violations of or prohibiting or mandating any activities subject to state
or federal securities laws or finding a violation of such laws.
(f) Mr. Welborn is a United States citizen and a citizen of the State of Texas
Item 3. Source and Amount of Funds or Other Consideration
The 9,500,000 shares that are the impetus for filing this schedule
consist of 400,000 shares issued to Mr Welborn for consulting services
aggregated with 350,000 shares he will receive for consulting services on March
19,2000 and 750,000 shares for which he has an option to purchase at $0.66667 on
or after March 19, 2000, together with 8,000,000 shares which he is deemed to
beneficially own. 750,000 shares and an option to purchase 750,000 additional
shares were granted pursuant to an advisory agreement which is attached as an
exhibit hereto. Pursuant to the said Agreement, Mr. Welborn has agreed to
provide services to Power Exploration, Inc. in exchange for 750,000 shares of
stock and the option to purchase an additional 750,000 shares at $0.66667. Mr.
Welborn is the trustor and a beneficiary of the Welborn II Family Trust, which
is the owner of Global Exploration, Inc. of Delaware, a corporation which is the
owner of 8,000,000 shares of stock of Power Exploration, Inc. Because of his
relationship with the trust, Mr. Welborn is deemed to be a beneficial owner of
the said 8,000,000 shares. Mr. Welborn's effective control of the shares
reported herein gives him actual control of the Company.
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the
acquisition of securities of the issuer and describes any plans or proposals
resulting in material transactions with Power Exploration. Mr. Welborn is an
individual who specializes in providing business consulting services.
The acquisition of the shares and options granted pursuant to the
Advisory Agreement, referred to in Item 3, coupled with his beneficial interest
in the 8,000,000 shares owned by Global Universal, Inc. of Delaware, give Mr.
Welborn actual control of the Company.
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Mr. Welborn has no current plans to purchase additional shares or to
dispose of any of its shares in Power Exploration, Inc., other than as allowed
pursuant to the Advisory Agreement and the potential exercise of the option
granted therein.
Mr. Welborn has no current plans which relate to or would result in any
extraordinary corporate transaction; a sale or transfer of a material amount of
assets; a change in company management, directors, capitalization, dividend
policy, or other material change in corporate business or structure. Mr Welborn
plans to take an active part in company affairs and to provide the services
which he has contracted to provide pursuant to the Agreement referred to in Item
3, above, and attached as an exhibit hereto. Mr. Welborn is currently involved
in attempts to restructure the debt of the Company.
Mr. Welborn's intentions are to assist Power by helping to Power find
suitable business opportunities, assist in implementing Power's growth
strategies and provide general consulting on business and financial issues.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by Mr. Welborn may be found in rows 7 - 11
and 13 of the cover page. Mr Welborn is a beneficiary of the Welborn II Family
Trust. The Welborn II Family Trust owns a controlling interest in Global
Universal, Inc. of Delaware, a Delaware Corporation. Global Universal Inc., of
Delaware owns 8,000,000 shares of stock of Power Exploration, Inc. (83.5%).
(b) The powers that Mr. Welborn has relative to the shares discussed herein may
be found in rows 7 through 10 of the cover page. The quantity of shares owned
personally by Mr. Welborn is 1.500,000 shares of Common Stock, 400,000 of which
are presently issued , 350,000 of which are scheduled to be issued on March 19,
2000 and 750,000 of which he has an option to purchase on or after March 19,2000
at $0.66667 per share, which shares and options were acquired for services. Mr
Welborn is a beneficiary of the Welborn II Family Trust. The Welborn II Family
Trust owns a controlling interest in Global Universal, Inc. of Delaware, a
Delaware Corporation. Global Universal Inc., of Delaware owns 8,000,000 shares
of stock of Power Exploration, Inc. (83.5%). Mr. Welborn is not an Officer or
Director of Global Universal Inc. of Delaware, nor does he personally own shares
in said company. However, he is deemed to be a beneficial owner of the 8,000,000
shares owned by Global Universal Inc. of Delaware.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed in Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
A. Attached as Exhibit A is a copy of the Advisory Agreement between
Mr Welborn and Power Exploration, Inc.
B. Welborn II Family Trust.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: January 25, 2000 /s/Ronald W. Welborn
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Ronald W. Welborn
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
5
Exhibit A
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT ( the "Agreement") is made this 8th day of December
1999, by and between Ronald W. Welborn, a Texas resident ("Advisor") and Power
Exploration, Inc., a Nevada Corporation with its offices located in Fort Worth,
Texas (the "Company").
WHEREAS, Advisor and Advisors's Personnel (as defined below) have
experience in evaluating and effecting mergers and acquisitions, advising
corporate management, and in performing general administrative duties for
publicly-held companies and development stage investment ventures; and
WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:
1. Engagement
The Company hereby retains Advisor, effective as of the date hereof (
the "Effective Date") and continuing until termination, as provided
herein, to assist the Company in it's effecting the purchase of
businesses and assets relative to its business and growth strategy,
general business and financial issues consulting, the introduction of
the Company to brokers and dealers, public relations firms and
consultants and others that may assist the Company in its plans and
future and to assist in the acquisition of wells and other producing
properties (the "Services"). The Services are to be provided on a "best
efforts" basis directly and through Advisor's officers or others
employed or retained and under the direction of Advisor ("Advisor's
Personnel"); provided, however, that the Services shall expressly
exclude all legal advice, accounting services or other services which
require licenses or certification which Advisor may not have.
2. Term
This Agreement shall have an initial term of twelve (12) months (the
"Primary Term"), commencing with the Effective Date. At the conclusion
of the Primary Term this Agreement will automatically be extended on
for the same term ( the "Extension Period") unless Advisor or the
Company shall serve written notice on the other party terminating the
Agreement. Any notice to terminate given hereunder shall be in writing
and shall be delivered at least thirty (30) days prior to the end of
the Primary Term or any subsequent Extension Period.
3. Time and Effort of Advisor
Advisor shall allocate time and Advisors Personnel as it deems
necessary to provide the Services. The particular amount of time may
vary from day to day or week to week. Except as otherwise agreed,
Advisor's monthly statement identifying, in general, tasks performed
for the Company shall be conclusive evidence that the Services have
been performed. Additionally, in the absence of willful
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misfeasance, bad faith, negligence or reckless disregard for the
obligations or duties hereunder by Advisor, neither Advisor nor
Advisor's Personnel shall be liable to the Company or any of its
shareholders for any act or omission in the course of or connected with
rendering the Services, including but not limited to losses that may be
sustained in any corporate act in any subsequent Business Opportunity
(as defined herein) undertaken by the Company as a result of advice
provided by Advisor or Advisors's Personnel.
4. Compensation
The Company agrees to pay Advisor a fee for the Services ("Advisory
Fee") by way of the issuance by the company of Seven Hundred Fifty
Thousand (750,000) shares of the Company's common stock as an initial
fee following the closing of the acquisition of interests from Rife Oil
Properties, Inc., as follows: Four Hundred Thousand (400,000) of the
shares shall be issued after January 1, 2000, and within ninety (90)
days after the closing thereof, and the balance of the shares shall be
issued 150 days following the closing of the Rife Oil Properties, Inc.
Acquisition. As incentive to execute this agreement, the Company does
hereby grant to Advisor the right to purchase up to Seven Hundred Fifty
Thousand (750,000) shares at an option price of $0.66667 per share,
such option being valid beginning 150 days following the closing of the
Rife Oil Company Acquisition and shall continue thereafter for the
primary term of this agreement.
5. Other Services
If, the Company enters into a merger or exchanges securities with, or
purchases the assets or enters into a joint venture with, or makes an
investment in a company introduced by Advisor ( a "Business
Opportunity"), the Company agrees to pay Advisor a fee equal to ten
percent (10%) of the value of each Business Opportunity introduced by
Advisor and acquired or otherwise participated in by the Company
(collectively referred to herein, in each instance, as the "Transaction
Fee"), which shall be payable immediately following the closing of each
such transaction, in restricted shares of the Company's common stock or
in kind if an acquisition is made at the Company's option, if paid in
cash the Transaction Fee shall be reduced to five percent (5%).
6. Registration of Shares
Company agrees that any shares issued to satisfy a Transaction Fee may
be registered by the Company with the Securities and Exchange
Commission under any subsequent applicable registration statement filed
by the Company at the Company's discretion. Such issuance or
reservation of shares shall be in reliance on representations and
warranties of Advisor set forth herein.
7. Costs and Expenses
All third party and out-of-pocket expenses incurred by Advisor in the
performance of the Services or for the settlement of debts shall be
paid by the Company, or Advisor shall be reimbursed if paid by Advisor
on behalf of the Company, within ten (10) days of receipt of written
notice by Consultant, provided that the Company must approve in advance
all such expenses in excess of $500 per month.
8. Place of Services
The Services provided by Advisor or Advisor's Personnel hereunder will
be performed at Advisor's offices except as otherwise mutually agreed
by Advisor and the Company.
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9. Independent Contractor
Advisor and Advisor's Personnel will act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
Advisor will be responsible for payment of all federal, state, and
local taxes on compensation paid under this Agreement, including income
and social security taxes, unemployment insurance, and any other taxes
due relative to Advisor's Personnel, and any and all business license
fees as may be required. This Agreement neither expressly nor impliedly
creates a relationship of principal and agent, or employee and
employer, between Advisor's Personnel and the Company. Neither Advisor
nor Advisor's Personnel are authorized to enter into any agreements on
behalf of the Company. The Company expressly retains the right to
approve, in its sole discretion, each Asset Opportunity or Business
Opportunity introduced by Advisor, and to make all final decisions with
respect to effecting a transaction on any Business Opportunity.
10. Rejected Asset Opportunity or Business Opportunity
If, during the Primary Term of this Agreement or any Extension Period,
the Company elects not to proceed to acquire, participate or invest in
any Business Opportunity identified and/or selected by Advisor,
notwithstanding the time and expense the Company may have incurred
reviewing such transaction, such Business Opportunity shall revert back
to and become proprietary to Advisor, and Advisor shall be entitled to
acquire or broker the sale or investment in such rejected Business
Opportunity for its own account, or submit such assets or Business
Opportunity elsewhere. In such event, Advisor shall be entitled to any
and all profits or fees resulting from Advisor's purchase, referral or
placement of any such rejected Business Opportunity, or the Company's
subsequent purchase or financing with such Business Opportunity in
circumvention of Advisor
11. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between the Company and Advisor, or employee and
employer as between Advisor's Personnel and the Company.
12. Termination
The Company and Advisor may terminate this Agreement prior to the
expiration of the Primary Term upon thirty (30) days written notice
with mutual written consent. Failing to have mutual consent, without
prejudice to any other remedy to which the terminating party may be
entitled, if any, either party may terminate this Agreement with thirty
(30) days written notice under the following conditions:
(A) By the Company.
(i) If during the Primary Term of this Agreement or any Extension
Period, Advisor is unable to provide the Services as set forth herein
for thirty (30) consecutive business days because of illness,
accident, or other incapacity of Advisor's Personnel; or,
(ii) If Advisor willfully breaches or neglects the duties required to
be performed hereunder; or,
(iii) At Company's option without cause upon 30 days written notice to
Advisor; or
(B) By Advisor.
(i) If the Company breaches this Agreement or fails to make any
payments or provide information required hereunder; or,
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(ii) If the Company ceases business or, other than in an Initial
Merger, sells a controlling interest to a third party, or agrees to a
consolidation or merger of itself with or into another corporation, or
enters into such a transaction outside of the scope of this Agreement,
or sells substantially all of its assets to another corporation,
entity or individual outside of the scope of this Agreement; or,
(iii)If the Company subsequent to the execution hereof has a receiver
appointed for its business or assets, or otherwise becomes insolvent
or unable to timely satisfy its obligations in the ordinary course of,
including but not limited to the obligation to pay the Initial Fee,
the Transaction Fee, or the Advisory Fee; or,
(iv) If the Company subsequent to the execution hereof institutes,
makes a general assignment for the benefit of creditors, has
instituted against it any bankruptcy proceeding for reorganization for
rearrangement of its financial affairs, files a petition in a court of
bankruptcy, or is adjudicated a bankrupt; or,
(v) If any of the disclosures made herein or subsequent hereto by the
Company to Consultant are determined to be materially false or
misleading.
In the event Advisor elects to terminate without cause or this
Agreement is terminated prior to the expiration of the Primary Term or
any Extension Period by mutual written agreement, or by the Company for
the reasons set forth in A(i) and (ii) above, the Company shall only be
responsible to pay Advisor for unreimbursed expenses, Advisory Fee and
Transaction Fee accrued up to and including the effective date of
termination. If this Agreement is terminated by the Company for any
other reason, or by Advisor for reasons set forth in B(i) through (v)
above, Advisor shall be entitled to any outstanding unpaid portion of
reimbursable expenses, Transaction Fee, if any, and for the remainder
of the unexpired portion of the applicable term (Primary Term or
Extension Period) of the Agreement.
13. Indemnification
Subject to the provisions herein, the Company and Advisor agree to
indemnify, defend and hold each other harmless from and against all
demands, claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or incurred by
either party by reason of or resulting from any action or a breach of
any representation, warranty, covenant, condition, or agreement of the
other party to this Agreement.
14. Remedies
Advisor and the Company acknowledge that in the event of a breach of
this Agreement by either party, money damages would be inadequate and
the non-breaching party would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance.
Such remedy, however, shall be cumulative and nonexclusive and shall be
in addition to any other remedy to which the parties may be entitled.
15. Miscellaneous
(A) Subsequent Events. Advisor and the Company each agree to
notify the other party if, subsequent to the date of this
Agreement, either party incurs obligations which could
compromise its efforts and obligations under this Agreement.
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(B) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing
executed by the parties hereto.
(C) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take
actions and to execute and deliver documents as may be
reasonably necessary to effectuate the purposes of this
Agreement.
(D) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed. The failure of any party to this Agreement
to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such
provision or a waiver of the right of such party thereafter to
enforce each and every such provision. No waiver of any breach
of or noncompliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or noncompliance.
(E) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written
consent of the other or as stated herein.
(F) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United
States mails for transmittal by certified or registered mail,
postage prepaid, or when deposited with a public telegraph
company for transmittal, or when sent by facsimile
transmission charges prepared, provided that the communication
is addressed:
In the case of the Company: Power Exploration, Inc.
5416 Birchman Ave.
Fort Worth, TX 76107
Telephone: (817) 377-4464
Telefax: (817) 377-4686
Attn: Joe Bennett
In the case of Advisor: Ronald W. Welborn
11701 South Freeway
Burleson, Texas 76028
or to such other person or address designated in writing by the Company or
Advisor to receive notice.
(G) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
(H) Governing Law. This Agreement was negotiated and is being
contracted for in Utah, and shall be governed by the laws of
the State of Utah, and the United States of America, notwith
standing any conflict-of-law provision to the contrary.
(I) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(J) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the
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parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express
or implied, other than as set forth herein, have been made by
any party.
(K) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in
full force and effect.
(L) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument, by one or more parties hereto and such executed
copy may be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen. In this
event, such execution and delivery shall be considered
valid, binding and effective for all purposes. At the
request of any party hereto, all parties agree to execute an
original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.
(M) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.
The "Company" "Advisor"
Power Exploration, Inc. Ronald W. Welborn
A Nevada Corporation A Texas Resident
By: /s/ Joe Bill Bennett By: /s/Ronald W. Welborn
-------------------- --------------------
Name: Joe Bill Bennett Name: Ronald W. Welborn
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Title: Vice President, COO
11
WELBORN II
FAMILY TRUST AGREEMENT
This TRUST AGREEMENT, made and executed at Fort Worth, Tarrant County,
State of Texas, this 5th day of February, 1993, by and between RONALD W.
WELBORN, hereinafter referred to as "Settlor", and REGINALD L. DAVIS, ESQ.,
hereinafter referred to as "Trustee", of this Trust known as tile "WELBORN II
FAMILY TRUST":
WITNESSETH
Settlor has conveyed, transferred, and assigned and does by these
presents convey, transfer, and assign unto the Trustee the assets, and
properties described in Schedule A attached hereto and made a part hereof.
Settlor or a.ny other person or persons may by instrument in writing, by will,
or by training the Trustee as beneficiary of life insurance or employee benefit
plan proceeds, deliver to the Trustee at any time, and from time to time,
additional assets and properties acceptable to the Trustee, which additional
assets and properties shall be held, administered, and distributed pursuant to
this Agreement.
ARTICLE ONE
This Trust shall be irrevocable and may not be altered, amended,
revoked, terminated by the Settlor at any time.
ARTICLE TWO
Distributions to Settlor
So long as Settlor shall live there shall be distributed to or for the
benefit of Settlor, SUSAN R. WELBORN, CAMILLE WELBORN, NINA WELBORN, RONALD
REEVES WELBORN, and VICTORIA CHANNING WELBORN, all of the Trust income and so
much of the principal as is needed for the health, maintenance, anid support of
the beneficiaries. The Trustee shall have sole and absolute discretion to
determine amounts, beneficiaries, and timing as to distributions, and may favor
one or more beneficiaries over the others without equalization or proration
among beneficiaries.
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The Trustee may suspend or withhold payments to any beneficiary for any
reason, without accountability to any person or entity, and no beneficiary shall
have any vested right through this Trust to any of the Trust assets or the
income therefrom.
ARTICLE THREE
Termination of Trust
This Trust shall terminate upon the death of Settlor and the Trust
property shall pass outright to SUSAN R. WELBORN, CAMILLE WELBORN, NINA WELBORN,
RONALD REEVES WELBORN, and VICTORIA CHANNING WELBORN, in equal shares, per
stirpes. If any beneficiary is under the age of twenty-five (25) years, their
share of the Trust proceeds shall be held in trust for their benefit until such
beneficiary shall attain the age of twenty-five (25) years. Such trust may be
combined with any other trust or trusts in existence and for their benefit as of
the date of Settlor's death..
ARTICLE FOUR
Spendthrift
The beneficiaries, shall not have the right or power to
anticiptate[ate, encumber, or transfer his or her interest in any manner. No
part of the Trust Estate shall be liable for or charged with any debts,
contracts, liabilities, or torts of the beneficiaries or subject to seizure or
other process by any creditor of the beneficiaries.
The interest of beneficiaries in the principal and/or income of any
trust created hereunder shall not be subject to the claims of their creditors or
creditors of others, including the creditors of the spouse of a married
beneficiary, nor to any legal process, and may not be voluntarily or
involuntarily alienated or encumbered,
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ARTICLE FIVE
POWERS OF TRUSTEE
Description of Powers
In order to carry out the purposes of this Trust Agreement, the
Trustee, in addition to all other powers granted by Law, shall have the
following powers and discretion:
Retention of Assets
(a) To retain :any property received by the Trust Estate for as long as
the Trustee considers it advisable.
Investments
(b) To invest and reinvest in every kind of property and investment
wliich men of pnideiice, discretion, and intelligence acquire for their own
accounts.
Management
(c) To manage, control, repair, and improve all Trust property.
Sales
(d) To sell, for cash or on such terms and conditions as deemed
advisable or desirable by the Trustee, and to exchange any Trust property.
Adjustment of Claims
(e) To adjust or Compromise any claims for or against the Trust, and to
agree to any rescission or modification of any contract or agreement.
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Leases of Property
(f) To lease any property for terms within or beyond tile duration of
the Trust for any purpose which the Trustee in his discretion may deem
advisable, with or without an option to purchase, and to make such improvements
or effect such repairs or replacements to any real estate subject to this Trust
Agreement, find to insure such real estate against fire or any other risks, and
to charge the expense therefor to the principal or income or part thereof to
each as the Trustee may deem proper, and to develop such property, to subdivide
it, dedicate it to public use, or grant easements therein as the Trustee may
consider advisable and to execute leases or other instruments relating to the
exploration and removal of oil, gas, liquid or gaseous hydrocarbons, Sulfur,
metals, and any and all other metals, minerals, or natural resources, with or
without unitization clauses or pooling provisions, in such a manner and for such
terms as the Trustee may deem advisable, and any lease or agreement made with
respect thereto shall be binding for the full term thereof even though it may
extend beyond the duration of the Trust.
Borrowing
(g) To borrow money and to mortgage or pledge or otherwise encumber or
hypothecate Trust assets as the Trustee may in his discretion deem advisable,
either from himself individually, or from third parties.
Division and Distribution
(h) On any division or distribution of the Trust Estate in the
discretion of the Trustee, to divide and distribute property of the trust Estate
in money or in kind, including undivided interests, or partly in money or partly
in kind, including undivided interests, to exercise such powers herein conferred
after the termination of the Trust Estate until final distribution of the Trust
assets; and to evaluate trust property for purposes of determining the amount of
the Trust principal to be distributed to the beneficiaries named herein, which
evaluation, in the absence of a showing of bad faith, shall be conclusive and
binding.
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Professional Assistance
To retain and compensate such professional personnel, attorneys,
accountants, physicians, geologists, and the like as necessary to provide for
the beneficiaries and to protect and manage the Trust Estate.
Limitation on Powers
All powers granted to the Trustee by this Trust Agreement are
exercisable by the Trustee only in a fiduciary capacity. No power given to the
Trustee hereunder shall be construed to enable the Settlor, or any person to
purchase, exchange, or otherwise deal with or dispose of the principal or income
therefrom for less than an adequate consideration in money or money's worth; to
permit the Settlor or any other contributor to the Trust to borrow income or
principal; or to authorize loans to a person other than the Settlor or any other
contributor to the Trust, except on the basis of an adequate interest charge and
with adequate security. No person, other than the Trustee, shall have or
exercise the power to vote or direct the voting of any corporate shares or other
securities of this Trust, to control the investment of this Trust either by
directing investments or reinvestments or by vetoing proposed investments or
reinvestments, or to reacquire or exchange any property of this trust by
substituting other prperty of equivivalent value.
ARTICLE SIX
DUTIES AND COMPENSATION OF TRUSTEE
Allocation of Income and Principal
The Trustee shall determine what is income and what is principal of the
Trust created under this Trust Agreement, and what expenses, costs, taxes, and
charges of any kind whatsoever shall be charged against income and what shall be
charged against principal, in accordance with the applicable statutes as they
now exist and may from time to time be enacted, amended, or repealed.
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6
Relations with Trustee
No one dealing with the Trustee concerning the validity of anything he
purports to do, or need see to the application of money paid or any property
transferred to or upon the order of the Trustee.
Limitation of Trustee's Liability
No Trustee appointed under this Trust Agreement shall at any time be
held liable for any action or default of himself or his agent or of any person
in connection with the administration of the Trust Estate, unless caused by his
own gross negligence or by a willful commission by him of an act in breach of
trust.
Compensation
The original trustee hereunder and all Successor Trustees shall be
entitled to reasonable compensation for their services as Trustee.
Bond
No bond shall be required of the original Trustee hereunder or of any
Successor Trustees; or if a bond is required by Law, no surety shall be required
on such bond.
Successor Trustees
If REGINALD L. DAVIS resigns or is unable to continue to act as
Trustee, then Settlor names and appoints HENRY W. SIMON, JR. to serve as
Successor Trustee. If HENRY W. SIMON, JR. is unable or unwilling to serve for
any reason, then Settlor names and appoints ROBERT SIMON as Successor Trustee.
If ROBERT SIMON is unable or unwilling to serve for any reason, then Settlor
names and appoints JEFFREY SIMON as Successor Trustee. Any Successor Trustee
shall succeed as Trustee with like effect as though originally named as such
herein; and all authority and powers conferred upon the original Trustee
hereunder shall pass to any Successor Trustee.
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ARTICLE SEVEN
Agreement Binding
The Trustee by executing this Agreement accepts this Trust and agrees
to hold any property acceptable to the Trustee added hereto in accordance with
the terms and conditions hereof. This Agreement shall extend to and be binding
upon the heirs, executors, administrators, legal representative, and successors,
respectively, of the parties hereto.
EXECUTED the day and year first above written.
/S/ Ronald W. Wellborn
------------------------------
RONALD W. WELBORN, SETTLOR
/S/ Reginald Davis
---------------------------
REGINALD L. DAVIS, TRUSTEE
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8
WELBORN II
FAMILY TRUST AGREEMENT
SCHEDULE "A"
TRUST ASSETS AND PROPERTIES
1. Stock Certificate No. 1 of Global Universal, Inc. of Delaware, for
775 (seven hundred seventy-five) shares of Common Stock.
/S/ Ronald W. Wellborn
---------------------------
RONALD W. WELBORN, SETTLOR
/S/ Reginald Davis
---------------------------
REGINALD L. DAVIS, TRUSTEE
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9
THE STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared
RONALD W. WELBORN, known to me to be the person whose name is subscribed to the
forgoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of February, 1993
/S/
NOTARY PUBLIC, THE STATE OF TEXAS
My Commission Expires: 7-16-93
Notary's Printed Name: Jerry Conditt
THE STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared
REGINALD L. DAVIS, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that she executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of February, 1993
/S/
NOTARY PUBLIC, THE STATE OF TEXAS
My Commission Expires: 7-16-93
Notary's Printed Name: Jerry Conditt
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