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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
OMB NUMBER 3235-0145
Expires: December 31, 1997
Estimated average burden hours per response 14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
First Regional Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
33615 C
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(CUSIP Number)
New Moon Trust c/o Barry L. Guterman, Special Trustee
1875 Century Park East, Suite 1500, Los Angeles, CA 90067-2500 (310) 551-1400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 9, 1999
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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 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 pages
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SCHEDULE 13D
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CUSIP No. 33615 C Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
New Moon Trust, UDT dated June 1, 1995
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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5 SOLE VOTING POWER
-0-
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 192,000
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
192,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%
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12 TYPE OF REPORTING PERSON*
OO
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Pages 2 of 9 pages
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SCHEDULE 13D
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CUSIP No. 33615 C Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Barry L. Guterman, Special Trustee
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 192,000
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
192,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%
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12 TYPE OF REPORTING PERSON*
IN
Page 3 of 9 pages
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SCHEDULE 13D
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CUSIP No. 33615 C Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Joyce Sudikoff, Trustee
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 192,000
PERSON
WITH -----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
192,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%
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12 TYPE OF REPORTING PERSON*
IN
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Page 4 of 9 pages
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SCHEDULE 13D
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CUSIP No. 33615 C Page 5 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey P. Sudikoff, Trustee
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 192,000
OWNED BY
EACH ----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH ----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
192,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / /
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%
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12 TYPE OF REPORTING PERSON*
IN
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Page 5 of 9 pages
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Item 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, CUSIP Number 33615 C (the "Common Stock"), of First Regional
Bancorp (the "Issuer"), which has its principal executive offices at
1801 Century Park East, Suite 800, Los Angeles, California 90067.
Item 2. IDENTITY AND BACKGROUND
The persons filing this Schedule 13D are New Moon Trust UDT dated
June 1, 1995 (the "Trust"), Barry L. Guterman, Special Trustee of the Trust (the
"Special Trustee"), and Joyce and Jeffrey Sudikoff, who are each both trustors
and trustees of the Trust. The business address of the Trust and the Special
Trustee is 1875 Century Park East, 15th Floor, Los Angeles, California 90067.
The business address of Mr. and Mrs. Sudikoff is 1901 Main Street, Santa Monica,
California 90405. The Trust, the Special Trustee and Mr. and Mrs. Sudikoff are
sometimes referred to as the "Filing Persons."
The Trust owns various publicly-traded securities and various other
assets. The Special Trustee is an attorney practicing in Los Angeles,
California. Mr. and Mrs. Sudikoff are private investors for their own account.
During the last five years, except as set forth below, none of the
Filing Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, except as set
forth below, none of the Filing Persons was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
On February 19, 1999, Mr. Sudikoff entered into a plea agreement to
resolve all issues relating to a criminal action brought against him by
representatives of the federal government. Under such plea agreement, under 15
U.S.C. Section 78ff, Mr. Sudikoff pled guilty to one violation of 15 U.S.C.
Section 78p(a) and two violations of 15 U.S.C. Section 78j(b). Sentencing for
these violations is pending. Additionally, under the plea agreement Mr.
Sudikoff agreed to pay a fine of $3 million. A civil action against
Mr. Sudikoff relating to these matters is also pending.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The funds used by the Trust to acquire shares of Common Stock were
derived from assets of the Trust.
Item 4. PURPOSE OF TRANSACTION
The Trust acquired the shares of Common Stock for investment purposes
only and does not presently have any plans or proposals which relate to or would
result in the realization of any of items (a) through (j) of Item 4 of the
Instructions to Schedule 13D.
Page 6 of 9 pages
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Item 5. INTEREST IN THE SECURITIES OF THE ISSUER
A. The Filing Persons beneficially own 192,000 shares of Common
Stock (the "Shares"), for an aggregate of 6.44% of the 2,982,027 shares of
Common Stock outstanding as of February 23, 1999.
B. The Filing Persons have shared voting power with respect to the
shares of the Common Stock of the Issuer held by the Trust.
C. The Filing Persons acquired the Shares as follows:
<TABLE>
<CAPTION>
Date of Shares Acquired Price Per Transaction
Acquisition Share
---------- --------------- --------- --------------------
<S> <C> <C> <C>
6/22/98 2,100 9.31 open market purchase
8/19/98 2,000 9.56 open market purchase
8/25/98 2,000 9.31 open market purchase
8/26/98 4,500 9.25 open market purchase
8/27/98 100,000 9.00 privately negotiated
purchase
8/28/98 1,000 9.06 open market purchase
8/28/98 1,000 10.06 open market purchase
9/01/98 9,800 9.43 open market purchase
9/01/98 19,600 9.37 open market purchase
3/9/99 50,000 8.75 open market purchase
Total 192,000
</TABLE>
D. Not applicable.
E. Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Certification of Trust of New Moon Trust UDT June 1, 1995.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
The Filing Persons file as exhibits the following:
Certification of Trust of New Moon Trust UDT June 1, 1995.
Page 7 of 9 pages
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SIGNATURE
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.
Dated: March 18, 1999 NEW MOON TRUST UDT June 1, 1995
By: /s/ Barry L. Guterman
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Barry L. Guterman, Special Trustee
Page 8 of 9 pages
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EXHIBIT INDEX
EXHIBIT PAGE NO.
Certification of Trust of New Moon Trust UDT June 1, 1995
Page 9 of 9 pages
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CERTIFICATION OF TRUST
NEW MOON TRUST
BARRY L. GUTERMAN, as Special Trustee of the NEW MOON TRUST, certifies as
follows:
1. CREATION OF TRUST
The Trust was created on June 1, 1995, under a Declaration of Trust
executed on that date ("Trust"), and amended and restated by instrument dated
July 24, 1997.
2. NAME OF TRUST
The name of the Trust is the NEW MOON TRUST.
3. TRUSTEE
The currently acting Trustees of the Trust are JEFFREY P. SUDIKOFF and
JOYCE M. SUDIKOFF. The currently acting Special Trustee is BARRY L. GUTERMAN.
Hereinafter Jeffrey P. Sudikoff, Joyce M. Sudikoff and Barry L. Guterman are
individually and collectively referred to as the "Trustee" or "trustee of the
Trust."
4. TRUST PROPERTY
The Trustee is now holding as trustee of the Trust one or more items of
real and personal property, both tangible and intangible, consisting of the
community and separate property of the Trustors, which constitute the Trust
property.
5. REVOCABILITY OF TRUST
The Trust is revocable.
6. POWERS OF TRUSTEES
The Trustee has certain powers which are set forth in the Declaration of
Trust, as amended and restated, including the following powers pertaining to any
and all property held under the Trust, in addition to those powers which are now
or in the future conferred upon the Trustee under the laws of the State of
California:
1. GENERAL INVESTMENTS. To invest and reinvest the trust funds in
any kind of property (real, personal or mixed) and every kind of investment
which investors of prudence, discretion and intelligence acquire for their own
account; permissible investments include, but are
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not limited to, corporate obligations of any kind, corporate stocks
(preferred or common), mutual funds, mortgage participations, interests in
investment trusts, and shares in investment companies. In addition, any
corporate Trustee may invest in a common trust fund administered by the
Trustee.
2. SECURITIES TRANSACTIONS. To purchase securities on margin,
borrow money using securities or any trust property as collateral, purchase and
sell commodities, purchase and sell securities options, sell short, and engage
in any transaction involving any combination of these powers.
3. INCOME-PRODUCING PROPERTY. To continue to hold any
income-producing property that the Trustee receives or acquires under the Trust
as long as the Trustee deems advisable.
4. NON INCOME PRODUCING PROPERTY. To retain, purchase, or acquire
unproductive property.
5. LIFE INSURANCE. To retain, purchase, or acquire life insurance
policies on the life of any person and to exercise all rights of ownership
contained in those policies.
6. STOCK AND SECURITIES POWERS. To have all rights, powers and
privileges of an owner of the securities held in trust, including, but not
limited to, the power to vote, give proxies, and pay assessments; to participate
in voting trusts, pooling agreements, foreclosures, reorganizations,
consolidations, mergers, liquidations, sales, and leases, and in connection with
such participation, to deposit securities with and transfer title to any
protective or other committee, as the Trustee may deem advisable; and to
exercise or to sell stock subscriptions or conversion rights.
7. TITLE HOLDING TO TRUST ASSETS. To hold securities or other
property in the Trustee's name as Trustee under the Trust or in the name of a
nominee. The Trustee may also hold securities that are unregistered in such
condition that ownership will pass by delivery.
8. BUSINESS INTERESTS HELD IN TRUST. To continue to hold and
operate, to sell, or to liquidate, at the risk of the trust estate, and at the
Trustee's discretion, any business, partnership interest or capital stock of any
corporation that the Trustee receives or acquires under any trust established
under the Trust. In connection with the powers given the Trustee under this
subparagraph, the Trustee shall have the power to guarantee any indebtedness
incurred by any such business, partnership or corporation, to execute and
deliver evidences of such guarantee, and to pledge, hypothecate or otherwise
encumber any part or all of the trust estate to secure payment of any
indebtedness or guarantee, and to repay such indebtedness out of the trust
estate.
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9. REAL AND PERSONAL PROPERTY--GENERAL POWERS. To manage, control,
grant options on, sell (for cash or on deferred payments, with or without
security), convey, exchange, partition, divide, improve, repair and otherwise
exploit and develop all real and personal trust property.
10. LEASES OF TRUST PROPERTY. To lease trust property for terms
within or beyond the term of the Trust and for any purpose, including but not
limited to, exploration for and removal of gas, oil, and other minerals; and to
enter into community oil leases, pooling, and unitization agreements.
11. TRUST DEBTS--GENERAL POWERS. To borrow money, and to encumber or
hypothecate trust property by mortgage, deed of trust, pledge, or otherwise, for
the debts of the trust or the joint debts of the trust and a co-owner of trust
property; while both Trustors are living, to guarantee any indebtedness incurred
by either or both of them; and in connection with any guarantee, to execute and
deliver promissory notes or other evidences of such indebtedness or guarantee of
the Trustee.
12. LITIGATION ON BEHALF OF TRUST. To commence or defend such
litigation in connection with the Trust or any Trust property as the Trustee may
deem advisable, at the expense of the Trust. The Trustee shall also have the
power to compromise, submit to arbitration, abandon, or otherwise adjust any
claims or litigation against or in favor of the Trust.
13. EMPLOYMENT OF TRUST AGENTS. To employ investment advisors,
attorneys, accountants, and any other agents or advisors to assist the Trustee
in the administration of the Trust.
14. LIABILITY INSURANCE. To carry insurance of such kinds and in
such amounts as the Trustee deems advisable, at the expense of the trust estate,
in order to protect the Trust against any damage or loss, and to protect the
Trustee personally against any liability arising from actions taken in good
faith by the Trustee on behalf of the Trust.
15. TRANSACTIONS BETWEEN TRUST AND TRUSTEE. To loan or advance the
Trustee's own funds to the Trust for any trust purpose, with interest at current
rates; to receive security for such loans in the forms of a mortgage, pledge,
deed of trust, or other encumbrance of any assets of the trust; to purchase
assets of the trust at their fair market value as determined by an independent
appraisal of those assets; to sell the Trustee's own property to the Trust at a
price not in excess of its fair market value as determined by an independent
appraisal; and to lease assets to or from the Trust for fair rental value as
determined by an independent appraisal.
16. LOANS TO AND FROM PROBATE ESTATE OF A TRUSTOR OR TRUST CREATED BY
EITHER TRUSTOR. To loan funds or assets belonging to the Trust to the probate
estate of either Trustor, from one trust to any other trust created under the
Trust, or to any trust created by either or both of the Trustors, upon such
equitable terms and in such amounts as the Trustee deems advisable.
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17. PURCHASES FROM PROBATE ESTATE OF A TRUSTOR OR FROM TRUST CREATED
BY EITHER TRUSTOR. To purchase property from the probate estate of either
Trustor, or from any trust created by either or both of the Trustors, at its
fair market value.
7. CONFIDENTIALITY OF TRUST
The Trustors intend that this Trust shall be confidential, and Trustee
shall not disclose the names of any of the beneficiaries without the express
written consent of the Trustors. Additionally, the Trustee cannot furnish a copy
of this Trust to any person or entity without the express written consent of the
Trustors. The purpose of this provision is to insure the privacy of the Trustors
and their family, and shall in no way be interpreted as an attempt to mislead
any person or entity engaged in a transaction with the Trust.
1. Trustee is empowered to execute a certification of trust in
accordance with the provisions of California Probate Code Section 18100.5. The
certification shall comply with the Trustors' desire for confidentiality.
8. NO REVOCATIONS, MODIFICATIONS, OR AMENDMENTS
The Trust has not been revoked, modified, or amended in any manner which
would cause the representations contained in this certification of Trust to be
incorrect.
9. SIGNED BY THE CURRENTLY ACTING SPECIAL TRUSTEE
This Certification is being signed by the currently acting Special Trustee
of the Trust.
10. ACCURACY
This Certification of Trust is a true and accurate statement of the matters
referred to herein.
11. SIGNATURE AUTHORITY
The signature of only one Trustee is required to exercise the powers of the
trustee under the Trust. A written instruction or written authorization by
either of the Trustors or the Trustees is needed for the Special Trustee to
exercise the powers of the trustee under the Trust.
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I declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct.
Date: March 18, 1999
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/s/ Barry L. Guterman
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BARRY L. GUTERMAN, SPECIAL TRUSTEE
OF THE NEW MOON TRUST DATED JUNE 1, 1995
ACKNOWLEDGMENT
State of California )
) SS
County of Los Angeles )
On March 18, 1999 before me, Cynthia L. Burgess a notary public in and
for the State of California, personally appeared BARRY L. GUTERMAN personally
known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity as the Special Trustee, and that by his signature on the instrument,
the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Signature /s/ Cynthia L. Burgess (SEAL)
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