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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Rule 13d-101
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
LANCE, INC.
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(NAME OF ISSUER)
$.83-1/3 PAR VALUE COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
514606 10 2
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(CUSIP NUMBER)
A. ZACHARY SMITH III
100 N. TRYON STREET, SUITE 4200
CHARLOTTE, NORTH CAROLINA 28202 (704) 331-7400
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 12, 1996
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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: This Amendment No. 1 amends and restates the Schedule 13D of Salem Lance
Van Every dated August 9, 1990 pursuant to rule 13d-2(c).
Page 1 of 8 Pages
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CUSIP No. 514606 10 2 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons Salem Lance Van Every
S.S. or I.R.S. Identification Nos. of Above Persons
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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(6) Citizenship or Place of Organization UNITED STATES OF AMERICA
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(7) Sole Voting Power
Number of 2,128,643
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 52,244
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 830,723
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(10) Shared Dispositive Power
1,350,164
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,180,887
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
7.3%
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(14) Type of Reporting Person*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 8 Pages)
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.83-1/3
per share (the "Common Stock"), of Lance, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 8600 South Boulevard, Charlotte,
North Carolina 28232.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The name of the reporting person is Salem Lance Van
Every. The residence address of Mr. Van Every is 8913 Winged Bourne,
Charlotte, North Carolina 28210. Mr. Van Every's principal occupation is that
of a private investor.
(d) During the past five years, Mr. Van Every has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, Mr. Van Every has not
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.
(f) Mr. Van Every is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Van Every acquired the sole voting power over 651,110 shares of the
Common Stock reported herein (the "Initial Shares"), under the Will dated April
7, 1987 (the "Will") of his father, Salem A. Van Every, Jr. who died on May 27,
1990 (the "Decedent"). Mr. Van Every acquired shared dispositive power over the
Initial Shares upon its transfer by Nan Davis Van Every, Mr. Van Every's
stepmother, on December 12, 1996 to the Nan Davis Van Every Florida Intangible
Tax Trust dated December 9, 1996 (the "Irrevocable Trust") for which Mr. Van
Every serves as trustee. Mr. Van Every acquired shared dispositive power and
sole voting power in such capacity as trustee of the Irrevocable Trust over
646,810 additional shares of the Common Stock (the "Recent Shares"; together
with the Initial Shares, the "Acquired Shares") upon their transfer by Nan Davis
Van Every to the Irrevocable Trust on the same date. Mr. Van Every, in his
capacity as co-trustee with NationsBank, N.A. of a third trust (the "Third
Trust"), beneficially owns 52,044 shares of the Common Stock (the "Co-Trustee
Shares") over which he has shared voting power and shared dispositive power.
No funds or other consideration were used in the acquisition of the
Acquired Shares or the Co-Trustee Shares. Mr. Van Every became the beneficial
owner of the Initial Shares, the Co-Trustee Shares and the Recent Shares not by
purchase but by operation of law under the marital trust created under the Will
(the "Marital Trust"), by operation of law in his capacity as trustee of the
Third Trust and by gift to the Irrevocable Trust, respectively.
(Page 3 of 8 Pages)
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In addition, Mr. Van Every also owns 830,923 shares of Common Stock
(the "Other Shares"), of which 790,449 shares are held directly (including
33,500 shares subject to options currently exercisable or exercisable within 60
days), 40,274 shares are held in custodian or trust accounts for his daughters
and grandchild of which he serves as custodian or trustee and 200 shares are
held by his daughter. The Other Shares were primarily acquired by Mr. Van Every
by inheritance and by gift in the years prior to his Schedule 13D dated August
9, 1990.
At this time, the source and amount of funds that Mr. Van Every may
use to fund future purchases of Common Stock, if any, is undetermined, although
the funds for such future purchases, if any, are likely to be the personal
funds of Mr. Van Every. Future purchases, if any, Mr. Van Every may make under
the Issuer's dividend reinvestment plan will be funded through the reinvestment
of dividends.
ITEM 4. PURPOSE OF TRANSACTION.
Since Mr. Van Every is the beneficial owner of the Acquired Shares
and the Co-Trustee Shares not by purchase but by operation of law and by gift
to the Irrevocable Trust, he became such a beneficial owner without motive or
purpose. The Acquired Shares and the Co-Trustee Shares are held by the
Irrevocable Trust and the Third Trust, respectively. Mr. Van Every has shared
investment and dispositive power over the Common Stock held in each such trust.
Mr. Van Every intends to hold the Acquired Shares and the Co-Trustee Shares in
his capacity as trustee of each trust for investment.
The Other Shares were primarily acquired by Mr. Van Every by inheritance and
by gift and in his capacity as trustee or custodian without motive or purpose.
Mr. Van Every has sole investment and dispositive power over the Other Shares,
except for the 200 shares of the Common Stock owned by his daughter over which
he has shared dispositive power and shared voting power. Mr. Van Every intends
to hold the Other Shares for investment.
Mr. Van Every intends to evaluate the business and prospects of the
Issuer and depending on his evaluation, other investment opportunities, market
conditions and other factors as he may deem material, Mr. Van Every may seek to
acquire additional shares of the Common Stock in the open market or through the
Issuer's dividend reinvestment plan. Alternatively, he may, upon consultation
with other persons with whom he shares dispositive power, as applicable,
dispose of all or a portion of the shares of the Common Stock presently held or
hereafter acquired.
Under the terms of the Irrevocable Trust, the beneficial ownership
of the Acquired Shares may be transferred. Nan Davis Van Every is the grantor
and beneficiary of the Irrevocable Trust, and she has retained a limited power
of appointment under the Irrevocable Trust which permits her to direct the
disposition of its assets during her lifetime, including the Acquired Shares,
for the benefit of others, including Mr. Van Every. Upon the death of Mrs. Van
Every, the Irrevocable Trust will terminate and its assets will be transferred
to the 1992 Nan Davis Van Every Revocable Trust or, if such trust is not
(Page 4 of 8 Pages)
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existing, to the estate of Mrs. Van Every. In addition, the Irrevocable Trust
will terminate with respect to the Acquired Shares after such assets have been
held in the Irrevocable Trust for four months. Such assets will be transferred
to the 1992 Nan Davis Van Every Revocable Trust, or, if such trust is not
existing, to Mrs. Van Every.
Mr. Van Every has served as a director of the Issuer since 1990. As
a nonemployee director of the Issuer, Mr. Van Every is eligible to receive
grants of options to acquire shares of the Common Stock pursuant to the
Issuer's 1995 Nonqualified Stock Option Plan for Non-Employee Directors.
Currently, Mr. Van Every has options to acquire 3,500 shares of the Common
Stock of which options for 2,500 shares are currently exercisable and options
for 1,000 shares will become exercisable on May 1, 1997.
Mr. Van Every also has an option to purchase 31,000 shares of the
Common Stock from Nan Davis Van Every, which becomes exercisable on January 31,
1997.
Except as set forth in this Item 4, Mr. Van Every has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of the Common Stock that Mr.
Van Every beneficially owns pursuant to Rule 13d-3 of the Securities and
Exchange Act of 1934 is 2,180,887 (including 33,500 shares subject to options
currently exercisable or exercisable within 60 days) which constitutes
approximately 7.3% of the outstanding shares of the Common Stock. Mr. Van Every
disclaims beneficial ownership with respect to all such shares described in
Item 5(b)(ii), (iii) and (iv).
(b) The 2,180,887 aggregate amount of shares of Common Stock
reported herein are beneficially owned as follows:
(i) 830,723 shares of Common Stock (the Other Shares,
except for 200 shares owned by Mr. Van Every's daughter) are beneficially owned
by Mr. Van Every, either directly or as trustee or custodian for his children
and grandchild. Mr. Van Every has the sole investment power to dispose or
direct the disposition of these shares and he has the sole voting power to vote
or direct the voting of these shares.
(ii) 1,297,920 shares of Common Stock (the Acquired
Shares) are beneficially owned by Mr. Van Every as trustee of the Irrevocable
Trust. Mr. Van Every has the shared investment power to dispose or direct the
disposition of these shares and he has the sole voting power to vote or direct
the voting of these shares. Mr. Van Every shares power to dispose of these
shares with Nan Davis Van Every under the terms of the Irrevocable Trust.
(iii) 52,044 shares of the Common Stock (the Co-Trustee
Shares) are beneficially owned by Mr. Van Every as co-trustee with NationsBank,
N.A. under the Third Trust. In such capacity, Mr. Van Every has the shared
investment power to dispose
(Page 5 of 8 Pages)
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or direct the disposition of these shares and he has the shared voting power to
vote or direct the voting of these shares.
(iv) 200 shares of the Common Stock are owned by Mr. Van
Every's daughter with whom he shares the investment power to dispose or direct
the disposition of these shares and with whom he shares the voting power to
vote or direct the voting of these shares.
(c) During the past 60 days, Mr. Van Every has not purchased or
sold any shares of Common Stock. On December 9, 1996, Mr. Van Every received
2,000 shares of Common Stock as a gift from Nan Davis Van Every of which 1,500
shares were received as trustee on behalf of his daughters and grandchild and
500 shares were received directly by Mr. Van Every.
(d) No person other than Mr. Van Every has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock reported herein except as follows:
(i) Nan Davis Van Every has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the 1,297,920 Acquired Shares described in Section 5(b)(ii).
(ii) NationsBank, N.A. has the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 52,044 shares
of the Common Stock described in Section 5(b)(iii) as co-trustee of the Third
Trust.
(iii) Mr. Van Every's daughter has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the 200 shares of the Common Stock described in Section 5(b)(iv).
(e) This paragraph is inapplicable and has been omitted.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Items 4 regarding (i) the transfer or disposition of the
Acquired Shares and (ii) certain other shares of the Common Stock subject to
options currently exercisable or exercisable within 60 days.
(Page 6 of 8 Pages)
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Nan Davis Van Every Florida Intangible Tax Trust
dated December 9, 1996.
Exhibit B. Lance, Inc. 1995 Nonqualified Stock Option Plan for
Non-Employee Directors (incorporated herein by
reference to Exhibit 10 to the Issuer's
Registration Statement on Form S-8, Registration
No. 33-58839).
Exhibit C. Letter Agreement dated July 22, 1996 between S.
Lance Van Every and Nan D. Van Every.
(Page 7 of 8 Pages)
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Salem Lance Van Every December 20, 1996
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Salem Lance Van Every
(Page 8 of 8 Pages)
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EXHIBIT A
NAN DAVIS VAN EVERY FLORIDA INTANGIBLE TAX TRUST
THIS AGREEMENT, dated December 9, 1996 between NAN DAVIS VAN EVERY, of
Naples, Florida (hereinafter called the "Grantor"), and SALEM LANCE VAN EVERY,
of Charlotte, North Carolina (hereinafter called the "Trustee"),
W I T N E S S E T H:
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The Grantor hereby delivers and assigns to the Trustee the property
specified in Schedule A hereto annexed, the receipt of which is hereby
acknowledged by the Trustee, which agrees to hold the same, in trust, together
with any property added to the trust estate, as follows:
Article I:Distribution of Trust Funds During the Grantor's Lifetime.
A. Income and Principal Distributions. The Trustee shall pay or
apply all or any part of the net income and principal of this trust to or for
the benefit of the Grantor, during the Grantor's lifetime, that the Trustee
considers advisable for the Grantor's maintenance in health and reasonable
comfort, or support in the Grantor's accustomed manner of living. Any
undistributed income shall be added to principal. The Trustee shall allocate
all capital gains and/or losses to income.
B. Trustee Power of Appointment. The Trustee may at any time,
during the Grantor's lifetime, distribute all or any part of the trust
principal to, or in trust for the benefit of the Grantor, upon such estates or
conditions, in such manner, and at such time or times as the Trustee shall
direct and appoint in writing specifically referring to and exercising this
power; provided, however, that this power shall not be exercisable to any
extent for the benefit of the Trustee, the Trustee's estate, the Trustee's
creditors or the creditors of the Trustee's estate.
C. Grantor's Limited Power of Appointment. The Grantor may at
any time direct the distribution of all or any part of the trust principal to,
or in trust for the benefit of, such person or persons, upon such estates or
conditions, in such manner, and at such time or times as the Grantor shall
direct and appoint, in writing, during the Grantor's lifetime or at the
Grantor's death, specifically referring to and exercising this power; provided,
however, that this power shall not be exercisable to any extent for the benefit
of the Grantor, the Grantor's estate, the Grantor's creditors or the creditors
of the Grantor's estate.
Article II: Partial and Full Termination of Trust. Upon the first to
occur of the following events, the Trustee shall (using the actual date of the
receipt by the Trustee of each particular
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asset as the controlling date with respect to each such particular assets in
the case of a partial termination) distribute the particular asset received by
the Trustee as hereinafter provided:
A. Upon the death of the Grantor, the Trustee shall distribute
any and all trust principal not effectively appointed pursuant to section C of
Article I to the then acting Trustee of the Nan Davis Van Every Revocable Trust
dated 4/1/92, as amended, to be added to the principal of such trust, or, if
such trust is not then in existence, to the Personal Representative of the
Grantor's estate, to be disposed of as part of the Grantor's estate.
B. Upon the day occurring four (4) months after the actual date
of the receipt of each particular asset received by the Trustee, the Trustee
shall distribute each particular asset, which is then a part of the trust
estate, to the then acting Trustee of the Nan Davis Van Every Revocable Trust
dated 4/1/92, as amended, to be added to the principal of such trust, or, if
such trust is not then in existence, to the Grantor.
C. Notwithstanding the foregoing provisions of this Article, the
Trustee shall retain the amount of assets initially listed on Schedule A
attached hereto until the date of the Grantor's death.
Article III: Appointment of Trustees. If the Grantor's son, SALEM
LANCE VAN EVERY, ceases to act as Trustee, the Grantor's son, JAMES DAVIS
TOMLINSON, currently of Raleigh, North Carolina, is appointed as Trustee, to
act together with any other then acting Trustee.
Any individual Trustee shall be considered removed at such time as
such Trustee is unable to manage the Trustee's affairs.
For purposes of this Agreement, an individual Trustee shall be
considered to be unable to manage the Trustee's affairs if such individual is
under a legal disability or by reason of mental illness or physical disability
is unable to give prompt and intelligent consideration to financial matters.
The determination as to the inability shall be made in writing by a physician
who has examined such individual, and the Trustee may rely upon such written
determination.
Any individual Trustee may at any time appoint such Trustee's
successor as Trustee, unless the foregoing provisions of this Agreement
effectively provide for such Trustee's successor.
Notwithstanding any provisions in this Agreement to the contrary, no
individual who is a resident of the State of Florida, and no corporation doing
business in, or qualified to do business in, the State of Florida may serve as
Trustee of this Trust.
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Any individual Trustee who is or becomes a resident of the State of
Florida, or any corporate Trustee which does business in the State of Florida
or becomes qualified to do business in the State of Florida, shall cease to act
as a Trustee at such time.
If at any time there is no Trustee and the foregoing provisions of
this Agreement do not effectively provide for a successor Trustee, the Grantor
may appoint one or more successor Trustees.
The Grantor may not serve as Trustee.
Any fiduciary is authorized to resign at any time without court
approval.
The resignation, appointment, or revocation of appointment may be made
by the person authorized to take such action by delivery of an acknowledged
instrument to the Trustee then acting and any Trustee to be appointed, or, if
none, to a court having jurisdiction over the trust.
Any appointment of a Trustee may be conditioned to commence or cease
upon a future event and may be revoked or modified at any time before such
future event has occurred.
Unless otherwise expressly provided, any power to appoint a Trustee
shall permit appointment of an individual, bank or trust company as such
fiduciary, and shall be exercised by the parent (or, if none, the legal
representative) of any minor and the legal representative of any incompetent
person holding such power.
Article IV: Administrative and Tax Provisions.
A. Irrevocable Trust. This Agreement and any trust created
hereunder shall be irrevocable and shall not be subject to alteration or
amendment in any respect.
B. Additions to Trust. Any person may add property to the trust
estate by lifetime gift or by transfer taking effect at death, provided such
property is acceptable to the Trustee.
C. Situs of Trust Property. No Trustee shall invest in real
property having a situs in the State of Florida.
D. Requirement of Survival. No beneficiary shall be considered
to have survived the event terminating any trust and be entitled to any trust
funds on that event unless such beneficiary survives for at least thirty (30)
days after that event.
E. Distributions to Minors. If the Trustee is authorized or
required to distribute trust funds to a beneficiary who is then a minor, and
the Trustee does not believe that an immediate
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distribution is in the beneficiary's best interests, it may instead distribute
such property to any adult caring for the beneficiary or to the beneficiary's
Guardian or Custodian under a Uniform Gifts to Minors Act or Uniform Transfers
to Minors Act. In the alternative, the Trustee may hold and invest such
property as a separate fund for such beneficiary, and accumulate income or pay
or apply any part of the fund to or for the beneficiary's benefit from time to
time, as it considers advisable. Any accumulated income shall be added to
principal annually. When the beneficiary becomes an adult, the Trustee shall
distribute the fund to the beneficiary. If the beneficiary dies before
becoming an adult, the Trustee shall distribute the fund to the beneficiary's
legal representative.
F. Permissible Use of Trust Funds. Upon the death of the
Grantor, the Trustee may in its discretion purchase property from the Grantor's
estate, make loans to the Grantor's estate, and guarantee the obligations of
the Grantor's estate and pledge trust property as security therefor upon
whatever terms and in whatever manner and with whatever security the Trustee
considers advisable. This provision shall not give either the Grantor or the
Grantor's estate any right or authority over trust property.
G. Governing Law. The validity, construction and administration
of this Agreement and any trust hereunder shall be governed by the laws of
Florida.
H. Consideration of Other Resources of Beneficiaries. In
exercising discretion to distribute trust funds to any beneficiary, the Trustee
may (but shall not be required to) take into consideration any other resources
reasonably available to such beneficiary.
I. Informal Accountings. The Trustee may provide to the Grantor,
or, after the Grantor's death, to each legally competent eligible income
beneficiary and presumptive remainderman (or the parent or Guardian of the
estate of any such minor or incompetent person), statements of trust
transactions at such time and in such form as it considers advisable. If all
such persons give written approval of the statement, it shall be final, binding
and conclusive on all persons interested in the trust.
J. Investment Counsel. The Trustee may employ investment
counsel; consult with such counsel on any matters relating to the retention,
sale, purchase, investment, or reinvestment of securities or other property;
and pay such investment counsel reasonable compensation for its services in
addition to the regular compensation of the Trustee. The Trustee may act upon
or refrain from acting upon the advice of such investment counsel in whole or
in part, and to the extent the Trustee follows the advice of such counsel the
Trustee shall not be liable for any action taken, except in the case of willful
misconduct.
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Notwithstanding the foregoing provisions of this section J, no
investment counsel which is a resident of the State of Florida, doing business
in the State of Florida, or qualified to do business in the State of Florida,
shall have the discretionary authority to make decisions relating to the
retention, sale, purchase, investment or reinvestment of securities or other
property.
K. Trustee Relieved From Liability. No individual Trustee shall
be liable for any mistake or error of judgment, or for any action taken or
omitted, either by the Trustee or by any agent or attorney employed by the
Trustee, or for any loss or depreciation in the value of the trust, except in
the case of willful misconduct.
L. Successor Trustee. No Trustee has a duty to examine the
transactions of any prior Trustee. Each Trustee is responsible only for those
assets which are actually delivered to it.
M. Delegation. Any Trustee may delegate to the other Trustees
the right to exercise any power (discretionary, administrative or otherwise),
and may revoke the delegation at any time, by delivery of an acknowledged
instrument to such other Trustees.
N. Powers of Appointment. Any power of appointment created under
this Agreement may be exercised only by an express reference to the power which
includes the name of the Grantor. A person exercising a power of appointment
may appoint trust funds outright or in trust. The choice of terms, Trustees
and jurisdiction of any trust shall be entirely within the discretion of the
person having the power of appointment, except to the extent otherwise
expressly provided in this Agreement. No power of appointment shall be
exercisable by a beneficiary over any property or its proceeds added to a trust
by means of a disclaimer by such beneficiary.
O. Management Powers of Trustee. Without limitation of the
powers conferred upon it by law but subject to the foregoing terms of this
Agreement, the Trustee is authorized:
1. To retain, acquire, or sell any property (including
any discretionary common trust fund of any corporate fiduciary acting
under this Agreement, covered and uncovered stock options, and
investments in foreign securities), without regard to diversification
and without being limited to the investments authorized for trust
funds; (2) to exercise stock options; (3) to enter into agreements for
the sale, merger, reorganization, dissolution or consolidation of any
corporation or properties; (4) to manage, improve, repair, sell,
mortgage, lease (including the power to lease for oil and gas),
pledge, convey, option or exchange any property and take back purchase
money mortgages thereon, without court order; (5) to make
distributions in cash or in kind, or partly
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in each, and, in the discretion of such fiduciaries, to allocate
particular assets or portions thereof to any one or more
beneficiaries, provided that such property shall be valued for
purposes of distribution at its value on the date of distribution; (6)
to maintain custody or brokerage accounts (including margin accounts)
and to register securities in the name of a nominee; (7) to compromise
and settle claims (including those relating to taxes) without court
order; (8) to borrow funds from any person or corporation (including a
Trustee) and pledge or mortgage trust assets to secure such loans; (9)
to extend, renew or renegotiate the Grantor's loans or guarantees;
(10) to employ attorneys, accountants, investment counsel, custodians
and brokers to assist in the administration of trust property; (11) to
vote and give proxies to vote shares of stock; (12) to make joint
investments in property, real or personal; (13) to divide any trust
into separate trusts; and (14) if there is more than one trust
established under this Agreement, to administer such trusts as a
single fund.
Article V: Identification of Trust. This Trust Agreement may
be referred to as the "Nan Davis Van Every Florida Intangible Tax Trust dated
12/9/96."
IN WITNESS WHEREOF, NAN DAVIS VAN EVERY, the Grantor, has hereunto set
the Grantor's hand and seal as of the 9th day of December, 1996.
s/Nan Davis Van Every
----------------------
NAN DAVIS VAN EVERY
Grantor
SIGNED, SEALED, PUBLISHED and DECLARED by NAN DAVIS VAN EVERY, the
Grantor, as and for the Nan Davis Van Every Florida Intangible Tax Trust dated
12/9/96, in the presence of us and each of us, who, at the Grantor's request,
in the Grantor's presence and in the presence of each other, have hereunto
subscribed our names as witnesses on the day and in the year first above
written.
s/Physis S. Johnson of 6501 Morrison Blvd.
- -------------------------- ---------------------------
Signature of Witness #1 Charlotte, NC 28211
as to Granter ---------------------------
Address of Witness #1
s/Sandra K. Jarvis of 6501 Morrison Blvd.
- --------------------------- ---------------------------
Signature of Witness #2 Charlotte, NC 28211
as to Grantor ---------------------------
Address of Witness #2
STATE OF NORTH CAROLINA )
) Ss:
COUNTY OF MECKLENBURG )
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The foregoing instrument was acknowledged before me this 9th day of
December, 1996 by NAN DAVIS VAN EVERY, who is personally known to me or who has
produced a driver's license as identification.
s/Cynthia McKennie
-------------------------------------
Notary Public My
commission expires: 8/5/2001
-----------------
IN WITNESS WHEREOF, SALEM LANCE VAN EVERY the Trustee,has hereunto set
the Trustee's hand and seal as of the 9th day of December, 1996.
s/Salem Lance Van Every
-------------------------------------
SALEM LANCE VAN EVERY
Trustee
SIGNED AND SEALED by SALEM LANCE VAN EVERY as Trustee, as and for the
Nan Davis Van Every Florida Intangible Tax Trust dated 12/9/96 in the presence
of us and each of us, who, at the Trustee's request, in the Trustee's presence
and in the presence of each other, have hereunto subscribed our names as
witnesses on this 9 day of December, 1996.
s/Physis S. Johnson of 6501 Morrison Blvd.
- -------------------------- --------------------------------
Signature of Witness #1 Charlotte, NC 28211
as to Granter --------------------------------
Address of Witness #1
s/Sandra K. Jarvis of 6501 Morrison Blvd.
- -------------------------- --------------------------------
Signature of Witness #2 Charlotte, NC 28211
as to Grantor --------------------------------
Address of Witness #2
STATE OF NORTH CAROLINA )
) Ss:
COUNTY OF MECKLENBURG )
The foregoing instrument was acknowledged before me this 9 day of
December, 1996, by SALEM LANCE VAN EVERY who is personally known to me or who
has produced a driver's license as identification.
s/Cynthia McKennie
--------------------------------------
Notary Public
My commission expires: 8/5/2001
---------------
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SCHEDULE A
FIVE
DOLLARS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5.00
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EXHIBIT C
July 22, 1996
Mr. S. Lance Van Every
8913 Winged Bourne
Charlotte, North Carolina 28210
Dear Lance:
I hereby agree to purchase from S. Lance Van Every (Lance) 31,000
shares of the $.83-1/3 par value Common Stock (the Shares) of Lance, Inc. (the
Company) at a purchase price per share equal to the lowest price at which the
Common Stock of the Company shall have sold, regular way, on the NASDAQ Stock
Market on the date hereof with the aggregate purchase price to be paid on July
24, 1996 against receipt of the Shares.
I understand that 1,000 of the Shares are shares received as gifts by
Lance in 1993 and 1994 and the remainder are shares received as a gift from
Lance's father.
I represent and covenant that the Shares to be purchased by me
pursuant hereto are being purchased for investment only and not with a view to
the resale or distribution thereof, and I agree to indemnify and hold harmless
the Company from any and all liability for any violation of the United States
Securities Act of 1933, as amended (the 1933 Act), which may be held or found
by any court of competent jurisdiction to be due, directly or indirectly, in
whole or in part, to any intent or design on my part to take any of the Shares
with a view to the distribution thereof.
I understand that the Shares being purchased by me constitute
"restricted securities" as defined in Rule 144 under the 1933 Act and I agree
that the Company will lodge with any stock transfer agent for the Company, or
note on its stock transfer records, a stop transfer order against the Shares
and that there shall be imprinted upon the certificate or certificates issued
to me evidencing the Shares a legend reflecting such restriction as follows:
These securities have not been registered under the Securities Act of
1933. They have been acquired for investment and may not be sold or
otherwise disposed of in the absence of an effective registration
statement under the Securities Act of 1933 or an opinion of counsel
satisfactory to the Company and presented to it prior to any proposed
sale or other disposition that registration is not required under said
Act.
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I understand that the Shares being purchased by me will not be
registered under the 1933 Act and must be held indefinitely unless subsequently
registered or an exemption from such registration is available, provided, that
the Shares may be sold by me in conjunction with the sale of all or
substantially all of the outstanding shares of Common Stock of the Company
without such registration. I further acknowledge that the Company has made and
makes no undertaking to either register the Shares or to take any action to
comply with any exemption from registration that might be available or to
supply any information to facilitate sales of the Shares.
I further agree, in consideration of Lance selling the Shares to me
rather than on the open market and the payment by him to me of $1,000, that
Lance may repurchase all but not less than all of the Shares from me for cash
at the purchase price per share provided above plus $1 per share at any time
between January 31, 1997 and July 21, 2006, with the purchase price and number
of shares subject to adjustment for stock dividends, stock splits and similar
recapitalizations of the Company.
The representations and understandings contained in the third, fourth
and fifth paragraphs are directed to and may be relied upon by the Company and
by Lance.
Very truly yours,
S/Nan D. Van Every
Nan D. Van Every
cc: Lance, Inc.
Post Office Box 32368
Charlotte, NC 28232
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