<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
HUDSON GENERAL CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
443784 10 3
(CUSIP Number)
Richard D. Segal, 707 Westchester Avenue, White Plains, New
York 10604 (914) 681-4453
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 31, 1997
(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 .
Check the following box if a fee is being paid with the
statement.
(A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.)(See Rule 13d-7.)
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).
(continued on following page(s))
Page 1 of __ Pages
SEC 1746 (12-91)<PAGE>
CUSIP No.443784 10 3
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Segal
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS* 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER -0-
8 SHARED VOTING POWER 129,652
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER 129,652
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 129,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
This statement amends and supplements the Schedule 13D
as originally filed with the Securities and Exchange
Commission on June 22, 1982 by Richard D. Segal relating to
the common stock, par value $1.00 per share (the "Common
Stock"), of Hudson General Corporation, a Delaware
corporation (the "Company"), as previously amended by
Amendment No. 1 filed on September 20, 1982, Amendment No. 2
(inadvertently filed as Amendment No. 1) filed on November
20, 1983, Amendment No. 3 (inadvertently filed as Amendment
No. 2) filed on March 24, 1986, Amendment No. 4
(inadvertently filed as Amendment No. 3) filed on September
23, 1988, Amendment No. 5 filed on April 2, 1990, Amendment
No. 6 filed on May 7, 1991 and Amendment No. 7 filed on
September 10, 1992. Except as disclosed herein, there has
been no change in information previously reported in this
Schedule 13D.
Item 1. Security and Issuer
This schedule relates to the common stock, $1.00
par value (the "Common Stock"), of Hudson General Corporation
("Hudson"). Hudson's principal executive offices are located
at One Linden Place, Great Neck, New York 11021.
Item 2. Identity and Background
(a) Richard D. Segal
(b) 707 Westchester Avenue
White Plains, New York 10604.
(c) Private Investor; managing partner of Seavest
Partners, 707 Westchester Avenue, White Plains, New York
10604.
(d) Mr. Segal has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Segal has not, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such a proceeding been 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.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
See Item 5(c).
Item 4. Purpose of Transaction
The transactions listed in Item 5(c) were made
either for investment or charitable purposes.
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(b) are hereby amended to read in
their entirety as follows:
(a) Mr. Segal may be deemed to be the beneficial
owner of 129,652 shares of Common Stock, constituting
approximately 7.5% of the outstanding shares of Common Stock
as of May 31, 1997 (based upon the 1,734,849 shares of Common
Stock the Company has advised Mr. Segal were outstanding as
of that date).
(b) Mr. Segal may be deemed to have shared voting
and dispositive power with respect to (i) 27,590 shares of
Common Stock owned by Seavest Partners, a partnership of
which Mr. Segal is the managing partner, (ii) 37,321 shares
of Common Stock owned by Fourth Generation Partners, a
partnership of which Mr. Segal is a co-trustee of certain of
the partners of such partnership, (iii) 4,000 shares of
Common Stock owned by Betty L. Bardige because Mr. Segal is
one of two individuals designated by Ms. Bardige as her
attorney-in-fact, (iv) 9,375 shares of Common Stock owned by
Wendy S. Masi because Mr. Segal is one of two individuals
designated by Ms. Masi as her attorney-in-fact, (v) 5,930
shares of Common Stock owned by Patricia S. Lieberman because
Mr. Segal is one of two individuals designated by Ms.
Lieberman as her attorney-in-fact, (vi) 9,600 shares of
Common Stock owned by a trust of which Mr. Segal is co-
trustee, (vii) 32,072 shares of Common Stock owned by Mrs.
Monica M. Segal because Mr. Segal is designated as her
attorney-in-fact and (viii) 3,764 shares of Common Stock
owned by Mrs. Marilyn Segal because Mr. Segal is designated
as her attorney-in-fact.
Mr. Segal disclaims beneficial ownership of the
aggregate 129,652 shares of Common Stock as to which he may
be deemed to have shared voting and dispositive power.
To Mr. Segal's best knowledge, (i) Schedule 1
hereto contains the information required by Items 2(a), 2(b)
and 2(c) of Schedule 13D with respect to each individual with
whom Mr. Segal may be deemed to share voting or dispositive
power with respect to shares of Common Stock, (ii) none of
those individuals has, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), (iii) none of those
individuals has, during the last five years, been 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 and (iv) those
individuals are United States citizens.
(c) Mr. Segal has made the following charitable
contributions of shares of Common Stock held directly by him,
(1) 300 shares of Common Stock donated to Rye County Day
School on December 22, 1995, (2) 250 shares of Common Stock
donated to the Big Apple Circus on February 29, 1996, (3) 800
shares of Common Stock donated to Big Apple Circus CCU Unit
on May 1, 1996, (4) 250 shares of Common Stock donated to Big
Apple Circus CCU Unit on December 24, 1996 and (5) 250 shares
of Common Stock donated to Rye Country Day School on December
24, 1996.
Mr. Segal transferred 32,072 shares of Common Stock
to his wife, Mrs. Monica M. Segal on May 2, 1997,
representing the balance of shares of Common Stock held
directly by him. However, Mr. Segal may still be deemed to
beneficially own these 32,072 shares of Common Stock in view
of his status as the attorney-in- fact designated by Mrs.
Segal.
470 shares of Common Stock previously reported as
owned by Patricia S. Lieberman and as to which Mr. Segal was
one of two individuals designated by Ms. Lieberman as her
attorney-in-fact, were donated to charity, 200 shares of
Common Stock to the Child Care Action Company on November 26,
1996 and 270 shares of Common Stock to The Trinity School on
April 14, 1997.
271 shares of Common Stock previously reported as
owned by Wendy S. Masi and as to which Mr. Segal was one of
two individuals designated by Ms. Masi as her attorney-in-
fact, were donated to the Boggy Creek Gang on May 2, 1997.
9,410 shares of Common Stock previously reported as
owned by Seavest Partners, a partnership of which Mr. Segal
is the managing partner, were distributed to Mrs. Marilyn
Segal and Ms. Wendy S. Masi in the amounts of 3,764 and
5,646, respectively, on June 1, 1996 as partial consideration
for liquidating Mrs. Segal and Ms. Masi's interest in Seavest
Partnership. The shares of Common Stock were priced at
$38.50 per share, with the total value of the distribution to
Mrs. Segal and Ms. Masi of $140,903.33 and $217,356.36,
respectively. However, Mr. Segal may still be deemed to
beneficially own these 9,410 shares in view of his status as
one of two individuals designated by Ms. Masi as her
attorney-in-fact and as the attorney-in-fact designated by
Mrs. Segal.
671 shares of Common Stock of the 1,832 previously
reported assuming the conversion of $60,000 principal amount
of the Company's 7% convertible subordinated debentures owned
by Fourth Generation Partners, were converted into shares of
Common Stock by Fourth Generation Partners. Fourth
Generation Partners no longer has a right to convert the
debentures into the remaining of the previously reported
1,832 shares of Common Stock. Mr. Segal may still be deemed
to beneficially own these 671 shares of Common Stock in view
of his status as a co-trustee of certain of the partners of
Fourth Generation Partners.
(d) To Mr. Segal's best knowledge, other than the
persons or entities set forth in Item 5(b), no person or
entity has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Except as set forth in Item 3, there are no
contracts, arrangements, understandings or relationships
between Mr. Segal and any person with respect to any
securities of Hudson.
Item 7. Material to be Filed as Exhibits
(1) Partnership Agreement dated June 25, 1980 of
Seavest Partners, as amended.
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: June __, 1997
Richard D. Segal
<PAGE>
PARTNERSHIP AGREEMENT
AGREEMENT made as of the 25th day of July, 1980, by and
among those parties whose names and addresses are set forth
on Schedule A annexed hereto, and the parties named on
Schedule B annexed hereto.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to form a partnership
for the purposes set forth in Article 1 hereof;
NOW, THEREFORE, in consideration of the mutual covenants
set forth herein, it is agreed as follows:
1. Name and Business.
1.1 The parties hereto (the "Partners") do hereby form
a general partnership under the name of SEAVEST PARTNERS (the
"Partnership").
1.2 The parties set forth on Schedule A shall be the
original partners (the "Original Partners") of the
Partnership, and any individuals, corporations, partnerships,
estates, trusts and other entities who and which shall become
parties hereto and shall hereafter be listed on Schedule B
shall also be partners of the Partnership (the "Additional
Partners").
1.3 The purposes of the Partnership shall be (a)
generally, to acquire and hold for investment securities and
other business interests of any and all types and
descriptions, whether listed on securities exchanges or not
so listed, publicly or privately held, of every type and
nature whatsoever freely transferable or subject to
restrictions on transfer, domestic or foreign, including
without limitation common and preferred stock, debentures,
bonds, royalties, promissory notes, evidences of
indebtedness, bonds, royalties, promissory notes, evidences
of indebtedness, warrants, options and subscription rights
of, and other participating interests in, corporations,
partnerships, joint ventures, trusts, proprietorships, other
business entities and governments and governmental agencies,
business interests including without limitation interests in
oil and gas ventures and real estate transactions, and puts,
calls, options and other rights or obligations to purchase,
sell or subscribe for any of the foregoing, (b) to deal in
all manners and ways as is customary and in the ordinary
course of business of an investment partnership; and (c) to
do and perform everything which may be necessary, advisable,
suitable or proper for the conduct of its business and for
the carrying out of the foregoing purposes. The Partnership
may enter into all agreements and do and perform all acts
necessary, appropriate or incidental to the foregoing
purposes.
2. Office.
at 460 Park Avenue, New York, New York 10022, or at such
other location as the Managing Partners (as defined in
Article 7 hereof) may, from time to time, designate.
3. Term.
The term of the Partnership shall begin as of August 1,
1980, and shall continue until December 31, 2005, and
thereafter it shall continue from year to year unless any
Partner has, not later than June 30th of any year after 2005,
given notice in writing to the other Partners of his
intention to have the Partnership terminate on December 31st
of the year in which such notice is given, in which event the
Partnership shall terminate on such date.
4. Capital.
4.1 Concurrently with the execution and delivery of
this Agreement, each Original Partner shall contribute to the
capital of the Partnership, in cash, securities and notes
(with the consent of the Managing Partners), the amounts set
forth in Schedule C annexed hereto (the "Initial
Contribution").
4.2 The Managing Partners, acting unanimously, may at
any time during the first 30 days of any fiscal year of the
Partnership, but shall not be required to, permit any
individual, corporation, partnership, estate, trust or other
entity who or which shall agree to contribute to the capital
of the Partnership such amount as the Managing Partners,
acting unanimously, shall determine to become an Additional
Partner. Each individual, corporation, partnership, estate,
trust or other entity so permitted to become an Additional
Partner shall become such by executing and delivering to the
Partnership a supplement hereto, in a form prescribed by the
Managing Partners (acting unani- mously), (a) by which such
Additional Partner shall become a party to and agree to be
bound by the terms and conditions of this Agreement as a
Partner, and (b) by which such Additional Partner shall agree
to contribute to the capital of the Partner- ship, in cash or
in securities concurrently with such execution and delivery
the amount so determined by the Managing Partners. Each
Additional Partner shall be deemed to have become such on the
first day of the fiscal year of the Partnership in which he
shall be admitted.
4.3 The Managing Partners, acting unanimously, may at
any time during the first 30 days of any fiscal year of the
Partnership, but shall not be required to, permit any Partner
to increase his Capital Contribution, determined as at the
close of business on the last business day of the next
preceding fiscal year, by such amount as the Managing
Partners, acting unanimously, shall determine. Each Partner
so permitted to increase his Capital Contribution shall do so
by executing and delivering to the Partnership a supplement
hereto, in a form prescribed by the Managing Partners (acting
unanimously), by which such Partner shall agree to contribute
to the capital of the Partnership, in cash, or in securities,
concurrently with the execution and delivery of his
Additional Capital Supplement the additional amount so
determined by the Managing Partners. The increase of such
Partner's Capital Contribution, and such contribution, shall
be deemed to have been made on the first day of the fiscal
year of the Partnership in which such Additional Capital
Supplement shall be made.
4.4 If at any time or from time to time the Managing
Partners of the Partnership shall deem it advisable to
increase the capital of the Partnership above the amounts
provided for in Section 4.1 hereof, they shall give the other
Partners notice of the amount of additional capital requested
to be contributed (the "Additional Capital Contributions").
Within fifteen (15) days after receipt of such notice from
the Managing Partners specifying the amount of Additional
Capital Contributions, each Partner shall contribute to the
capital of the Partnership, in cash or in securities (with
the consent of the Managing Partners), such Partner's pro
rata share of the Additional Capital Contribution specified
in such notice.
4.5 If any Partner shall fail to make any Additional
Capital Contribution pursuant to the provisions of Section
4.4, each of the other Partners may make such Additional
Capital Contribution pro rata to his Initial Capital
Contribution, or in such other proportion as they shall agree
upon.
4.6 All contributions of capital made pursuant to
Sections 4.5 shall be deemed to have been made on the first
day of the fiscal year of the Partnership in which such
contributions are made.
4.7 If a Partner shall default in any of his
obligations to make an Additional Capital Contribution to the
Partnership, his proportionate interest in the Partnership
shall be reduced in the proportion which his pro rata share
of the Additional Capital Contribution bears to the
capitalization actually paid into the Partnership from
commencement of the Partnership until all monies are received
as a consequence of the notice set forth in this subsection.
The dilution of any Partner's interest in the Partnership
under this subsection shall be based on total Capital
Contributions and not on Capital Accounts.
4.8 For purposes of Articles 4, 9, 10 and 11 of this
Agree- ment, in determining the value of marketable
securities, securities which are listed on a national
securities exchange shall be valued at their last sales price
on the date of determination, or, if no sales occurred on
such day, at the mean between the high "bid" and the low
"asked" prices at the close of business on such day;
marketable securities which are not listed shall be valued
at their last closing "bid" price if held long by the
Partnership and their last closing "asked" prices if held
short by the Partnership and their last closing "asked"
prices if held short by the Partnership. All other assets of
the Partnership shall be valued by such other method as shall
be deemed by the Managing Partners to fairly reflect their
fair market value.
5. Capital Account
A capital account ("Capital Account") shall be
established and maintained for each Partner on the books of
the Partnership. As of the first day of each fiscal year of
the Partnership, there shall be determined in each Partner's
capital account an opening balance ("Opening Capital
Balance"), and, as of the last day of each fiscal year of the
Partnership, there shall be determined in each Partner's
Capital Account a closing balance ("Closing Capital
Balance"). A Partner's Opening Capital Balance for the
initial fiscal year of the Partnership shall be the amount
equal to the total of the amounts contributed to the capital
of the Partnership by such partner as of the first day of
such fiscal year pursuant to the provisions of Article 4
hereof. A Partner's Opening Capital Balance for each fiscal
year other than the fiscal year in which such Partner becomes
such shall be the amount equal to such Partner's Closing
Capital Balance for the next preceding fiscal year, increased
by the total of the amounts contributed to the capital of the
Partnership by such Partner as of the first day of such
mentioned fiscal year pursuant to the provisions of Sections
4.2, 4.3 and 4.4 hereof. A Partner's Closing Capital Balance
for any fiscal year shall be the amount of such Partner's
Opening Capital Balance for such fiscal year, adjusted at the
end of such fiscal year as provided in Section 9.2 hereof.
6. Percentage of Interest.
Each Partner shall be entitled to share in the assets of
the Partnership, the net profits of the Partnership and in
any distribution of funds available for distribution, whether
arising out of profits or not, and each Partner shall be
liable as between themselves for the net losses thereof, if
any, in the same proportions as such Partner's Opening
Capital Balance for such fiscal year shall bear to the
Opening Capital Balances of all Partners for such fiscal year
(the "Allocation Ratio"). No interest shall be paid on
contributions of capital to the Partnership or upon any
undrawn profits of any Partner which are credited to his
Capital Account.
7. Management.
7.1 Each of the Partners understands and agrees that
the Partners shall not have equal rights in the management
and conduct of the business of the Partnership. The right to
manage and conduct the business of the Partnership shall be
vested exclusively in Richard D. Segal and Vito G. DiCristina
who shall be the managing partners ("Managing Partners") of
the Partnership and shall be responsible for the general
management and final determination of all questions relating
to the usual daily business affairs and business policies of
the Partnership, including the determination of availability
of funds for distribution to Partners. All significant
decisions with respect to the business of the Partnership,
including without limitation, the investment of Partnership
funds other than as permitted by Article 1 hereof, and the
sale of Partnership investments shall be made by the Managing
Partners acting unanimously. All other decisions with respect
to administrative or ministerial matters may be made by
either Managing Partner. The Managing Partners shall have
the power to retain consultants, managing agents, investment
advisors, custodians, nominees, attorneys, accountants or
other persons on behalf of the Partnership as they shall deem
necessary or desirable, including persons who may be
affiliates of a Partner, and shall have authority to pay to
them such amounts as they shall deem reasonable and proper.
The Managing Partners may appoint investment advisors with
discretionary authority over the Partnership's accounts, so
that such investment advisors may purchase and sell
Securities (as defined in Section 7.8 hereof) for the
Partnership's accounts without consulting the Managing
Partners.
7.2 The Managing Partners shall use their best efforts
in connection with the purposes and objects of the
Partnership and shall devote to such purposes and objects
such of their time and activity as they in their discretion
shall deem necessary for the management of the business and
affairs of the Partnership. Nothing herein contained shall
preclude a managing Partner from engaging in a manner not
inconsistent with the foregoing in any other business
activity, or a Managing Partner or any individual,
corporation, partnership or other entity who or which
controls, is under common control with or is controlled by a
Managing Partner from receiving compensation therefrom or
participating in the profits thereof.
7.3 No Partner shall receive compensation in any form
for managing the business and affairs of the Partnership,
provided however, that Vito G. DiCristina may receive a
salary for his services with the consent of the other
Managing Partner.
7.4 The Partners other than the Managing Partners shall
not have any duty to devote any time and activity to the
management of the business and affairs of the Partnership.
The aforesaid Partners, and each of them individually, may
engage in any other business activity, in any form or entity,
and may receive compensation therefrom or participate in the
profits thereof.
7.5 The Partners shall have the right to change the
Managing Partners at any time or from time to time upon the
written consent of Partners holding seventy-five (75%)
percent in interest in the Partnership. There shall be two
(2) Managing Partners acting at all times. If at any time
there shall be only one (1) Managing Partner then acting, the
vacancy shall be filled by the written consent of Partners
holding seventy-five (75%) percent in interest in the
Partnership.
7.6 The Managing Partners shall not be liable to the
Partnership or to the other Partners for any loss or
liability in connection with any act performed or omitted,
nor for negligence or any other matter, except for any loss
or liability incurred in connection with the willful
misconduct or gross negligence of the Managing Partners.
7.7 Each of the Partners, other than the Managing
Partners, agrees that he does not have the power to act on
behalf of or to bind the Partnership and agrees not to hold
himself out as being authorized to do so.
7.8 By way of illustration, but not of limitation, the
authority, right and power of the Managing Partners shall
include the authority, right and power:
a. To invest and trade, on margin or otherwise,
in capital stock, bonds, notes, debentures, trust receipts
and other obligations, choses in action, instruments or
evidence of indebtedness commonly referred to as securities,
in rights and options relating thereto, including without
limitation, "put" and "call" options, (all such items being
hereinafter collectively called "securities") and to sell
Securities short;
b. To purchase, sell, possess, transfer, lease,
license, mortgage, pledge or otherwise deal in, and to
exercise all rights, powers, privileges and other incidents
of ownership or possession with respect to, securities and
other property, whether real, personal or mixed, with the
ultimate objective of the preservation, protection,
improvement and enhancement in value thereof;
c. To borrow or raise moneys and, from time to
time without limit as to amount, to issue, accept, endorse
and execute promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to
secure the payment of any thereof and of the interest thereon
by mortgage upon or pledge, conveyance or assignment in trust
of the whole or any part of the property of the Partnership,
whether at the time owned or thereafter acquired, and to
sell, pledge or otherwise dispose of such bonds or other
obligations of the Partnership for its purposes;
d. To have and maintain one or more offices
within or without the State of New York and in connection
therewith to rent or acquire office space, engage personnel
and do such other acts and things as may be necessary or
advisable in connection with the maintenance of such office
or offices;
e. To open, maintain, and close bank accounts,
including the power to draw checks or other orders for the
payment of moneys;
f. To exercise all rights and powers conferred
upon the Managing Partners as general partners by law;
g. To perform other obligations provided elsewhere
in this Agreement to be performed by the Managing Partners;
and
h. To enter into, execute, acknowledge and
deliver any and all instruments and agreements or other
undertakings they may deem necessary or desirable in
effectuating the foregoing, including but not limited to
contracts, agreements or other undertakings with persons,
firms or corporations with which a Managing Partner or any
other Partner is affiliated.
8. Assignment.
8.1 Except with the consent of the Managing Partners or
as otherwise provided for herein, each Partner shall be
prohibited from selling, assigning, transferring, setting
over, mortgaging or hypothecating his interest in the
Partnership or the Partnership assets to any person, firm or
corporation, other than to another party to this Agreement,
nor may the interest of the Partners, or any of them, in the
Partnership or the Partnership assets be transferred by
operation of law or any assignment by operation of law,
except upon the death of a Partner, all as hereinafter
provided. Notwithstanding the foregoing, each Partner shall
have the right during his lifetime, to sell, assign or
transfer all or any portion of his economic interest in and
to the Partnership, its capital, profits and losses, to his
or her spouse), children, grandchildren or a trust or trusts
for the benefit of one or more of the foregoing. A person
acquiring all or a portion of a Partner's economic interest
in the Partnership pursuant to the provisions of this
Agreement shall not be admitted as a Partner to the
Partnership and shall only have an economic interest in the
Partnership.
8.2 In the event of the death of any Partner prior to
the expiration of the Partnership term, or the earlier
termination of the Partnership as provided in this agreement,
a. the Partnership shall not terminate but shall
be continued as a Partnership among the surviving Partners
and the individuals who shall succeed to such deceased
Partner's Estate by Will or by operation of law and
b. the Capital Account of the deceased Partner
shall be transferred to, added to and become a part of the
Capital Account of such individuals who shall succeed to such
deceased Partner's Estate, if any.
8.3 Upon the termination of any trust which is a
Partner of the Partnership,
a. the persons succeeding to the remainder
interest in the trust shall succeed to the economic interest
of such trust in and to the Partnership, its capital, profits
and losses,
b. the Capital Account of such trust shall be
transferred to, added to and become a part of the Capital
Account of such persons succeeding to such remainder interest
in such trust, and
c. the persons acquiring such economic interest
with partnership shall not be admitted as a partner to the
Partnership and shall only have an economic interest in the
Partnership, provided however, that such restriction shall
not apply if the interest of such trust shall pass to the
person for whose benefit the trust was initially created.
9. Adjustments to Capital Accounts and Allocation of
Profits and Losses.
9.1 For the purposes of this agreement, unless the context
otherwise requires:
A. The term "Net Operating Profits", with respect
to any fiscal year, shall mean the excess of the aggregate
revenue and income realized (other than Realized and
Unrealized Increments as defined below) during such fiscal
year by the Partnership over all expenses incurred during
such fiscal year.
B. The term "Net Operating Losses" with respect
to any fiscal year, shall mean the excess of the losses and
expenses incurred during such fiscal year by the Partnership
over the aggregate revenue and income realized during such
fiscal year by the Partnership from all sources whatsoever
(other than Realized and Unrealized Increments as defined
below).
C. The term "Increment", with respect to any
fiscal year during which at any time an asset position is
held, shall mean the change in value, whether an increase
("Positive Increment") or a decrease ("Negative Increment")
of the asset position.
D. The term "Unrealized Increment" shall mean the
Increment in any particular fiscal year with respect to an
asset position which was held at any time during such
particular fiscal year and was carried into the next
succeeding fiscal year, computed from the price at which the
asset position was taken if it was taken during such
particular fiscal year, or from its market value at the end
of the fiscal year immediately preceding such particular
fiscal year, to its market value at the end of such
particular fiscal year.
E. The term "Realized Increment" shall mean the
Increment in any particular fiscal year with respect to an
asset position which was held at any time during such
particular fiscal year and was closed out during such
particular fiscal year, computed from the price at which the
asset position was taken if it was taken during such
particular fiscal year, or from its market value at the end
of the fiscal year immediately preceding such particular
fiscal year if it were taken in a previous fiscal year, to
the price at which it was closed out.
9.2 The following adjustments and allocations shall be
made to the Capital Accounts of the Partners, with respect to
any fiscal year of the Partnership, as of the last day of
such fiscal year:
A. Any net Operating Losses shall be debited to
the Capital Account of each Partner in an amount equal to the
product of the Allocation Ratio for such Partner multiplied
by such Net Operating Losses.
B. The amount of the withdrawals, if any, made by
each Partner pursuant to Article 10 at the end of such fiscal
year shall be debited to such Partner's Capital Account.
C. Any Net Operating Profits of the Partnership
for such fiscal year sha.11 be credited to the Capital
Account of each Partner in an amount equal to the product of
the Allocation Ratio for such Partner multiplied by such Net
Operating Profits.
D. Realized Increments and Unrealized Increments
in respect of asset positions during each fiscal year shall
be reflected in the Capital Account of each Partner as
follows:
(i) A Positive Increment shall be credited to
the Capital Account of each Partner in an amount equal to the
product of the Allocation Ratio for such Partner multiplied
by such Positive Increment.
(ii) A Negative Increment shall be debited to
the Capital Account of each Partner in an amount equal to the
product of the Allocation Ratio for such Partner multiplied
by such Negative Increment. 9.3 Except as set forth in
Section 9.4 hereof, for federal, state and city income tax
purposes, the Partners shall share in the profits and losses
of the Partnership in the same proportions as they share in
the profits and losses of the Partnership pursuant to Section
9.2 hereof.
9.4 The Original Partners and any Additional Partners
acknowledge that the Managing Partners may accept as Capital
Contributions or Additional Capital Contributions assets
which have a basis for income tax purposes higher or lower
than the fair market value thereof at date of such
contribution to the capital of the Partnership. In addition,
certain assets so contributed to the Partnership may carry
with them inherent federal income tax liability for potential
recapture of intangible drilling costs previously expensed
for federal income tax purposes by the Partner so
contributing same to the Partnership. The Partners also
recognize the impracticality of attempting to segregate by
each asset and each Partner, and allocating to each Partner,
the federal income tax consequences of a disposition by the
Partnership of each asset having a basis varying from fair
market value at date of contribution to the Partnership or
subject to intangible drilling costs recapture. Therefore,
the following special tax allocations shall be made to the
Partners.
A. As of the first day of each fiscal year of the
Partnership, the Managing Partners shall compute the
difference between the basis for federal income tax purposes
and the fair market value of each asset which shall have been
contributed in kind with respect to each Partner as of the
first day of such fiscal year. The amount of unrealized tax
gain in excess of unrealized tax loss shall be ascertained
with respect to each Partner and recorded in a separate
account (the "Tax Gain Account"). Each Partner who shall
have contributed assets in kind shall have an Opening Tax
Gain Account and a Closing Tax Gain Account. A Partner's
Opening Tax Gain Account for the initial fiscal year of the
Partnership shall be the amount determined in the preceding
sentences with respect to the initial fiscal year of the
Partnership. A Partner's Opening Tax Gain Account for each
fiscal year other than the fiscal year in which such Partner
becomes such shall be the amount in the Partner's Closing Tax
Gain Account for the next preceding fiscal year increased by
any additional unrealized tax gain in excess of unrealized
tax loss with respect to additional assets contributed to the
Partnership by such Partner as of the first day of such
fiscal year. As at the close of business on the last day of
each fiscal year the Managing Partners shall ascertain the
amount by which the Positive Increments shall exceed the
Negative Increments which were realized during such fiscal
year (the "Net Realized Positive Increments"). The Net
Realized Positive Increments shall be allocated to each
Partner in the ratio that such Partner's Opening Tax Gain
Account shall bear to the aggregate of all Partners' Opening
Tax Gain Accounts with respect to the first day of such
fiscal year. The amount so computed with respect to each
Partner shall be allocated to such Partner for federal, state
and local income tax purposes and shall be credited to each
Partner's Tax Gain Account. The resulting balance in each
Partner's Tax Gain Account shall be such Partner's Closing
Tax Gain Account.
B. A portion of the unrealized tax gain in each
Tax Gain Account, if realized, may be subject to ordinary
income tax rates because it represents potential in tangible
drilling costs recapture (the "IDC Recapture"). As of the
first day of each fiscal year of the Partnership, the
Managing Partners shall compute the IDC Recapture with
respect to all assets which shall have been contributed in
kind with respect to each Partner as of the first day of such
fiscal year. The amount of IDC Recapture so computed with
respect to each Partner shall be recorded in a separate
account (the "IDC Recapture Account"). A Partner's Opening
IDC Recapture Account for the initial fiscal year of the
Partnership shall be the amount determined in the preceding
sentence with respect to the initial fiscal year of the
Partnership. A Partner's Opening IDC Recapture Account for
any year other than the fiscal year in which such Partner
becomes such shall be the amount in the Partner's Closing IDC
Recapture Account for the next preceding fiscal year
increased by any additional IDC Recapture with respect to
additional assets contributed to the Partnership by such
Partner as of the first day of such fiscal year. As at the
.close of business on the last day of such fiscal year the
Managing Partners shall ascertain the amount of intangible
drilling costs recaptured by the Partnership during such
fiscal year pursuant to Internal Revenue Code Section 1254
and shall allocate such amount to each Partner in the ratio
that such Partner's Opening IDC Recapture Account shall bear
to the aggregate of all Partners' Opening IDC Recapture
Accounts with respect to the first day of such fiscal year.
The amount so computed with respect to each Partner shall be
allocated to such Partner for federal, state and local income
tax purposes and shall be credited to each Partner's IDC
Recapture Account. The resulting amount in each Partner's
IDC Recapture Account shall be such Partner's Closing IDC
Recapture Account. The Managing Partners are authorized and
empowered, from time to time, to make such adjustments
(increases and decreases) to the Tax Gain Account and IDC
Recapture Account of each Partner as to the Managing Partners
may be reasonable, necessary or advisable to ensure an
equitable allocation of tax gain or IDC Recapture among the
Partners. The foregoing tax allocations with respect to
assets contributed to the Partnership shall be deemed special
allocations pursuant to Internal Revenue Code Section
704(C)(2).
10. Distributions.
10.1 If, in the determination of the Managing Partners
there shall be sufficient cash in the Partnership, any
Partner whose Closing Capital Balance for any fiscal year of
the Partnership shall exceed his Capital Contribution
determined as of the last day of such fiscal year, may at any
time during the next thirty (30) days of the succeeding
fiscal year of the Partnership, withdraw such part (or all)
of such excess from his Capital Account. In addition, the
Managing Partners may distribute to each Partner such excess.
Such Partner shall be entitled to receive payment of such
amount, in cash, or in securities (in the discretion of the
Managing Partners) not more than ninety (90) days after the
last day of such fiscal year. Such withdrawal and/or
distribution and such payment shall be deemed to have been
made on the last day of such fiscal year. Except as
hereinabove provided, no Partner shall have the right to the
return of, or to withdraw or reduce, his contribution to the
capital of the Partnership.
10.2 If the Managing Partners in their discretion
deem it to be in the best interests of the Partnership to do
so, they may require any Partner to retire from the
Partnership at the end of any fiscal year by giving such
Partner notice of such required withdrawal at least ten (10)
days before the end of such fiscal year, and such Partner
shall be entitled t-o receive his Closing Capital Balance as
of the end of such fiscal year. The Managing Partners need
not assign any reason for requiring the withdrawal of a
Partner.
10.3 At the option of the Managing Partners, payment of
any amount payable pursuant to the provisions of Articles 10
or 11 hereof may be made in whole in cash, or in whole in
kind, or in part in cash and in part in kind, but to the
extent that any payment in kind shall be made in securities
owned by the Partnership, it shall be made in each security
so owned on the last day of the fiscal year in question as
nearly as shall be practicable in the proportion which the
amount of the Closing Capital Balance of such Partner to whom
such payment is made for such fiscal year bears to the
aggregate of the amounts of the Closing Capital Balances of
all of the Partners for such fiscal year. Any such payment
in kind may be made subject to the receipt by the Partnership
of so-called "investment letters" and any other documents
which counsel for the Partnership may reasonably deem
appropriate in order to avoid a violation of the Securities
Act of 1933 or any other statute.
11. Voluntary Termination and Liquidation.
11.1 Anything in this Agreement to the contrary notwith-
standing, this Partnership shall terminate at the end of any
fiscal year in which all Partners acting unanimously shall
agree to terminate the Partnership.
11.2 At the termination of this Partnership by the
expiration of its term, or under any other provision of this
Agreement, the Partners shall proceed with reasonable
promptness to liquidate the business of the Partnership. The
net profits and the net losses of the business during the
period of liquidation shall be divided among or be borne by
the Partners (or the then remaining or surviving Partners, as
the case may be) including the estate of any deceased
Partner, in the respective percentages in which they shall
share in such profits and losses prior to the commencement of
the liquidation. After the payment of Partnership debts,
expenses of liquidation and any loans by Partners to the
Partnership, the proceeds of liquidation, as realized, shall
be distributed, first, in discharge of the undrawn profits of
the Partners, and then proportionately in discharge of the
respective Capital Accounts. Any excess shall be distributed
among the remaining Partners in the respective percentages in
which they shared Partnership profits immediately prior to
the commencement of liquidation pursuant to Article 6 hereof.
In connection with such liquidation, the provisions of
Article 7 shall govern decisions as to the sale of any
Partnership asset, and if so, whether at public or private
sale and for what amount and on what terms, or whether (if
sale thereof is not required to enable payment of debts,
expenses of liquidation, loans by Partners and undrawn
profits of the Partners) to distribute and transfer the same
to and among the Partners, in kind, by transferring the
interest therein in the respective percentages in which
profits were shared immediately prior to the commencement of
such liquidation.
12. Banking.
All funds in the Partnership shall be deposited and kept
in its name in such Partnership bank account or accounts as
shall be designated by the Managing Partners. All
withdrawals therefrom shall be made upon checks signed solely
by either Managing Partner, unless changed by the decision of
the Partners in accordance with the provisions of Article 7.
13. Books.
There shall be had and kept at all times during the
continuance of the Partnership full and accurate books of
account wherein the Partners or their agents shall enter and
set down all monies by them or any of them received, paid
out, or expended in and by the Partnership business, together
with all capital items and all other matters whatsoever
relating in any way to the Partnership business and the
management thereof. These books shall be used in common
among the Partners so that any of them may have access
thereto at all times without interruption or hindrance from
the others.
14. Annual Accounting.
14.1 As of the last day of each fiscal year during the
continuance of the Partnership, commencing December 31, 1980,
a full, true and accurate account shall be made in writing of
all the assets and liabilities of the Partnership, and of all
its receipts and disbursements, and the assets, liabilities,
and income, both gross and net, shall be ascertained, and the
net profits or net losses shall be fixed and determined. In
preparing such account, there shall be charged all expenses
of the business, and also all losses and other charges
incident or necessary to the carrying on of the business.
Such account shall include the following schedules:
A. A schedule of the results of operations for
the fiscal year then ended, including Net Operating Profits
or Net Operating Losses, as the case may be;
B. A schedule of asset positions (i)
acquired during such period, (ii) closed out during such
period, and (iii) carried over from the prior fiscal year,
and any Increment in each such asset position;
C. A schedule of the Capital Accounts of the
Partners showing the Opening Capital Balance, the Closing
Capital Balance, and the adjustments made during such fiscal
year pursuant to Section 9.2 hereof, to the Capital Account
of each Partner; and
D. A schedule of the Tax Gain Accounts of
the Partners and the IDC Recapture Accounts of the Partners
showing the Opening Tax Gain Account, Closing Tax Gain
Account, Opening IDC Recapture Account and Closing IDC
Recapture Account, with respect to each Partner, and the
adjustments made during such fiscal year pursuant to Section
9.4 hereof to each such account.
14.2 The period commencing the date hereof and ending
December 31, 1980, and each succeeding 12-month period
beginning on January lst and ending on December 31st of each
year thereafter, shall be deemed a fiscal year of the
Partnership for all purposes of this Agreement. The Partners
may withdraw only such amounts as may be determined in
accordance with the provisions of Article 10. If any Partner
shall not withdraw the whole, or any part, of any amount
which he is entitled to withdraw, such Partner shall not be
entitled to receive any interest upon any such undrawn
amount, nor shall any such amount so undrawn be deemed an
increase of his capital, or entitle such party to an increase
in the share of the profits of the Partnership, without the
express written consent of all other Partners.
15. Investment Representation.
Each Partner hereby represents, warrants and agrees that
he is acquiring his interest in the Partnership for his
account for investment only and not for the purpose of, or
with a view to, the resale or distribution of all or any part
thereof, nor with a view to selling or otherwise distributing
said interest or any part thereof at any particular time or
under any predetermined circumstances.
16. Indemnification.
The Managing Partners shall not be liable, responsible
or accountable to any Partner for any act or omission
performed or committed pursuant to the authority granted to
them hereunder or by law, as for a loss resulting from any
mistake or error in judgment on their part or from the
negligence, dishonesty, fraud or bad faith of any employee,
broker or other agent of the Partnership. The Partnership
shall indemnify and save harmless the Managing Partners from
any loss, damage, liability or expense incurred or sustained
by them by reason of any act performed by them or any
omission of theirs for or on behalf of the Partnership and in
furtherance of its interests.
17. Arbitration.
Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof shall be settled by
arbitration in the City of New York, in accordance with the
rules then obtaining of the American Arbitration Association,
by an arbitration panel of three (3) arbitrators, one (1) of
whom must be an attorney at law actively engaged in the
practice of his profession for not less than ten (10) years.
In no circumstance may the arbitrators vary or modify in any
respect any of the provisions of this Agreement and their
jurisdiction is limited and circumscribed accordingly. Any
award made by a majority of such arbitrators shall be final,
binding and conclusive on all parties hereto for all
purposes, and judgment may be entered thereon in any court
having . jurisdiction thereof.
18. Notice.
All notices required pursuant to this Agreement shall be
in writing and shall be deemed to have been duly given
addressed to the party entitled to receive the same at his
address set forth in Schedule A or Schedule B annexed to this
Agreement; provided, however, that each party may change his
mailing address by giving written notice of such change to
all the other parties. Any such notice shall be deemed to
have been given on the date on which it was mailed as herein
provided.
19. Creditors.
None of the provisions of this Agreement shall be for
the benefit of, or be enforceable by, any creditor of the
Partnership or any corporation or partnership in which the
Partnership is a shareholder or partner, or any creditor of
any such corporation or partnership.
20. Entire Agreement.
This constitutes the entire agreement between the
parties and may not be changed, modified or terminated except
by an instrument in writing signed by all of the parties
hereto.
21. Binding Effect.
This Agreement shall be binding upon the parties hereto,
their heirs and legal representatives and may not be
assigned.
22. Captions.
Captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit,
extend or describe the scope of this Agreement or its intent
of any provision hereof.
23. Further Instruments.
The parties agree to execute any further instruments or
other instruments as shall be necessary to effectuate the
purposes and provisions of this Agreement.
24. Governing Law.
This Agreement shall be construed in accordance with the
laws of the State of New York.
25. Gender.
Wherever necessary or appropriate, the use herein of any
genders shall be deemed to include the other genders and the
use herein of either the singular or the plural shall be
deemed to include the other.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day and year first above written.
________________________
Marilyn M. Segal
Marilyn M. Segal, Richard D. Segal and
Vito G. DiCristina, Trustees U/I/T dated
6/12/75 f/b/o Betty L. Bardige
By________________________
By________________________
Marilyn M. Segal, Richard D. Segal and
Vito G. DiCristina, Trustees U/I/T dated
6/12/75 f/b/o Wendy S. Masi
By________________________
By________________________
Jay B. Langner and Richard D. Segal, Trustees
U/I/T dated 4/20/65 f/b/o Wendy S. Segal
By________________________
By________________________
J. L. Mailman and Richard D. Segal, Trustees
U/I/T dated 3/10/53 f/b/o Wendy S. Segal
By________________________
By________________________
Marilyn M. Segal, Richard D. Segal and
Vito G. DiCristina, Trustees U/I/T dated
7/28/75 f/b/o Richard D. Segal
By________________________
By________________________
Joseph L. Mailman and Vito G. DiCristina,
Trustees U/I/T dated 3/10/53 f/b/o
Richard D. Segal
By________________________
By________________________
Marilyn M. Segal, Richard D. Segal and
Vito G. DiCristina, Trustees U/I/T dated
1/l/76 f/b/o Patricia G. Lieberman
By________________________
By________________________
J. L. Mailman and Richard D. Segal,
Trustees U/I/T dated 5/15/57 f/b/o
Patricia G. Segal
By________________________
By________________________
Jay B. Langner and Richard D. Segal, Trustees
U/I/T dated 4/20/65 f/b/o Deborah J. Segal
By________________________
By________________________
Fred Schwartzstein and Jay B. Langner,
Trustees U/I/T dated 12/20/60 f/b/o
Deborah J. Segal
By________________________
By________________________
______________________________
Vito G. DiCristina
