UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE QUICK & REILLY GROUP, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
748376 10 0
(CUSIP Number)
Mr. Peter Quick
Spoonwood Investment Co.
c/o The Quick & Reilly Group, Inc.
230 South County Road
Palm Beach, Florida 33480
(407) 655-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1996
(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 this statement /x/.
(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 the 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 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spoonwood Investment Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER 3,576,804
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,576,804
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER None
WITH
</TABLE>
<TABLE>
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,576,804
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*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 2 of 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust under agreement dated March 1, 1978 between Leslie
Quick, Jr., as Grantor and Leslie Quick, Sr. and Henry P.
Kilroy as Trustees, as modified to reflect changes in
such trustees
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 3,576,804
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 3,576,804
WITH
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,576,804
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14 TYPE OF REPORTING PERSON*
OO
</TABLE>
*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 3 of 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles A. Quick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 3,576,804
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 3,576,804
WITH
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,576,804
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*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 4 of 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas E. Christman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER 14,885
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 3,576,804
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 14,885
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 3,576,804
WITH
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,591,689
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*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 5 of 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard G. Brodrick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER 4,842
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 3,696,487
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,842
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 3,696,487
WITH
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,701,329
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*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 6 of 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leslie C. Quick III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER 106,101
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,011,799
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 106,101
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 4,011,799
WITH
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,117,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*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 7 of 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas C. Quick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER 257,091
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,125,520
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 257,091
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 4,125,520
WITH
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,382,611
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*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 8 of 13 pages
<PAGE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Quick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS //
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
</TABLE>
<TABLE>
<S> <C> <C> <C>
NUMBER OF 7 SOLE VOTING POWER 48,722
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,540,607
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 48,722
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 4,540,607
WITH
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,589,329
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW //
(11) EXCLUDES CERTAIN SHARES* Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*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 9 of 13 pages
<PAGE>
Introductory Note
This Initial Statement on Schedule 13D is being filed to
succeed to a prior filing on Form 13G of the Trust under agreement dated
March 1, 1978 between Leslie C. Quick, Jr., as Grantor, and Leslie C.
Quick, Sr. and Henry P. Kilroy as Trustees, as modified to reflect
changes in such trustees (the "Trust"), as amended through Amendment 13
thereof. The filing is made in conjunction with the establishment of
Spoonwood Investment Co., a general partnership formed by the Trust and
certain beneficiaries of the Trust who have contributed to Spoonwood
Investment Co. shares of common stock of The Quick & Reilly Group, Inc.
received by them as distributions from the Trust. The filing of this
Schedule 13D is not intended to indicate any change in the investment
intent of the Trust and such beneficiaries.
Item 1. Securities and Issuer
This statement relates to shares of common stock, par value
$.10 per share ("Common Stock"), of The Quick & Reilly Group, Inc. (the
"Issuer"), whose principal executive offices are located at 230 South
County Road, Palm Beach, Florida 33480.
Item 2. Identity and Background
This statement is filed by Spoonwood Investment Co.
("Spoonwood"), whose business address is c/o The Quick & Reilly Group,
Inc., 230 South County Road, Palm Beach, Florida 33480. Spoonwood is a
general partnership whose partners are the Trust, Leslie C. Quick III,
Thomas C. Quick and Peter Quick. The trustees of the Trust are Richard
G. Brodrick, Charles A. Quick and Thomas E. Christman. Spoonwood and
such partners and trustees are hereinafter referred to as the "Reporting
Persons."
The principal business of Spoonwood is to serve as an
investment partnership primarily with respect to shares of Common Stock
owned by the Trust and by the beneficiaries of the Trust as they become
entitled to distribution of such shares from the Trust.
The name, business address, principal occupation and address
at which such occupation is conducted for each Reporting Person who is
an individual is as follows:
Thomas E. Christman, Adjunct Professor of Finance, St. John's
University, 100 Bacon Road, Old Westbury, New York 11568.
Charles A. Quick, Chief Financial Officer, c/o Coregis, 181
West Madison, Suite 2600, Chicago, Illinois 60602.
Richard G. Brodrick, Esq., attorney, Kelley Drye & Warren, Two
Stamford Plaza, 281 Tresser Blvd., Stamford, Connecticut 06901.
Page 10 of 13 pages
<PAGE>
Leslie C. Quick, III, President, U.S. Clearing Corporation, 26
Broadway, New York, New York 10004.
Thomas C. Quick, President, The Quick & Reilly Group, Inc.,
230 South County Road, Palm Beach, Florida 33480.
Peter Quick, President, Quick & Reilly, Inc., 26 Broadway, New
York, New York 10004.
None of the Reporting Persons has, during the last five years,
(a) been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to any civil
proceeding of a judicial or administrative body of competent
jurisdiction the result of which being that Reporting Person 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.
Each Reporting Person is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
This filing relates to a change of legal entity and not to a
new acquisition of securities. The shares of Common Stock with respect
to which Spoonwood is filing this Schedule 13D were contributed to the
Trust in 1978 by Leslie C. Quick, Jr., who is the founder, Chairman of
the Board and Chief Executive Officer of the Issuer. Certain
beneficiaries of the Trust have become entitled to distributions of
Common Stock in accordance with the terms of the Trust. The Trust and
such beneficiaries have contributed to Spoonwood those shares subject to
the Trust and those shares received by such beneficiaries from the
Trust, in each case in exchange for an interest in Spoonwood.
Item 4. Purpose of Transaction.
The purpose of the transaction is to create an investment
partnership which will be comprised of the Trust and the beneficiaries
thereof who receive distributions therefrom. The transaction does not
involve the acquisition of any Common Stock by any of the Reporting
Persons or development of a plan or proposal related to the Issuer.
Each of the Reporting Persons is an officer or director of the Issuer
with the exception of Mr. Charles A. Quick who is a relative of Leslie
C. Quick, Jr., Leslie C. Quick III, Thomas C. Quick and Peter Quick.
Item 5. Interest in Securities of the Issuer.
(a) Reference is made to box 11 on pages 2 through 9
hereof.
(b) Reference is made to boxes 7 through 10 on pages 2
through 9 hereof. Shared voting or dispositive power of each Reporting
Person is shared only with other Reporting Persons, except that voting
and dispositive power with respect to 629,499 shares of Common Stock
held in certain trusts of which Reporting Persons who are individuals
are trustees are shared with Christopher C. Quick as co-trustee.
Christopher C. Quick is the President of JJC Specialist Corp., and his
business address is JJC Specialist Corp., 26 Broadway, New York, New
York 10004. The information set forth in the last two paragraphs of
Item 2 hereof are true for Christopher C. Quick.
(c) Peter Quick gifted 1,500 shares of Common Stock to
four unaffiliated charitable institutions, which transfers were
evidenced by transfers recorded on the Issuer's transfer ledger within
the last 60 days.
(d) The beneficiaries of the trusts with respect to which
the individual Reporting Persons are trustees have the right to receive
dividends from, or the proceeds of the sale of, the securities to which
this statement relates. No one person is known to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities to which this statement
relates.
Page 11 of 13 pages
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
Except as otherwise described herein, none of the Reporting
Persons has any other contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the issuer.
Item 7. Material to be Filed as Exhibits.
The following documents are being filed as exhibits to this
Schedule 13D.
<TABLE>
<S> <C>
Exhibit
Number Description
A Partnership Agreement dated as of March 10, 1993 among
the Trust and Leslie C. Quick III, as amended.
</TABLE>
Page 12 of 13 pages
<PAGE>
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.
<TABLE>
<S> <C>
Dated: March 1, 1996 SPOONWOOD INVESTMENT CO.
By: TRUST U/A DATED MARCH 1, 1978
BETWEEN LESLIE C. QUICK, JR., AS
GRANTOR, AND LESLIE C. QUICK, SR.
AND HENRY P. KILROY, AS TRUSTEES,
AS MODIFIED TO REFLECT CHANGES IN
SUCH TRUSTEES
Its: General Partner
/s/Leslie C. Quick III By: /s/Thomas E. Christman
Leslie C. Quick III Thomas E. Christman, Trustee
/s/Thomas C. Quick By: /s/Charles A. Quick
Thomas C. Quick Charles A. Quick, Trustee
/s/Peter Quick By: /s/Richard G. Brodrick
Peter Quick Richard G. Brodrick, Trustee
/s/Thomas E. Christman
Thomas E. Christman TRUST U/A DATED MARCH 1, 1978 BETWEEN
LESLIE C. QUICK, JR., AS GRANTOR, AND
LESLIE C. QUICK, SR. AND HENRY P.
KILROY, AS TRUSTEES, AS MODIFIED
/s/Charles A. Quick TO REFLECT CHANGES IN SUCH TRUSTEES
Charles A. Quick
By: /s/Thomas E. Christman
/s/Richard G. Brodrick Thomas E. Christman, Trustee
Richard G. Brodrick
By: /s/Charles A. Quick
Charles A. Quick, Trustee
By: /s/Richard G. Brodrick
Richard G. Brodrick, Trustee
</TABLE>
Page 13 of 13 pages
PARTNERSHIP AGREEMENT
OF
SPOONWOOD INVESTMENT CO.
PARTNERSHIP AGREEMENT (the "Agreement"), dated as of March 10,
1993, by and among the general partners (the "Partners") listed on the
signature pages hereof.
WHEREAS, the Partners desire to form an investment partnership;
NOW, THEREFORE, to reflect the foregoing, the parties hereto agree
as follows:
ARTICLE I
THE PARTNERSHIP AND ITS BUSINESS
1.1 Formation. The Partners have formed a general partnership
(the "Partnership") for the purpose set forth in Section 1.4.
1.2 Firm Name. The name of the Partnership shall be SPOONWOOD
INVESTMENT CO.
1.3 Term. The term of the Partnership shall commence upon the
date hereof and shall continue until dissolved and liquidated as
provided in Section 11.1.
1.4 Nature of Business. The purposes of the Partnership are to
purchase, acquire, hold, sell, invest in or otherwise deal with
securities, real estate and any and all other types of properties,
whether alone or in conjunction with others as a joint tenant, general
or limited partner, joint venturer, shareholder or otherwise. The
Partnership may engage in any transaction necessary or appropriate to
the accomplishment of its purposes.
1.5 Principal Office. The principal office of the Partnership
shall be at 230 South County Road, Palm Beach, Florida 33480 but other
or additional places of business may be selected from time to time by
the Partnership. The Partnership shall notify all of the Partners of
any change of location of the principal place of business of the
Partnership.
1.6 Ownership of Partnership Property. All property acquired
by the Partnership, real or personal, tangible or intangible, shall be
owned by the Partnership as an entity, and no Partner, individually,
shall have any ownership interest therein.
ARTICLE II
MANAGEMENT OF PARTNERSHIP BUSINESS
2.1 Management and Control. The management and operation of
the Partnership shall be vested solely in the Partners, and each Partner
shall have an equal role in the management and operational activities of
the Partnership.
2.2 Majority in Interest of the Partners. Any action by the
Partners hereunder may be taken at a meeting or by written consent, and
except as otherwise provided herein or required by partnership law (the
"Partnership Law") any such action shall require the vote or consent of
a Majority in Interest of the Partners. For purposes of this Agreement,
a "Majority in Interest of the Partners" shall be deemed to mean
Partners whose Partnership Interests (as defined in Section 5.3) exceed
50% of the Partnership Interests of all the Partners.
2.3 Authority of a Partner. Third parties dealing with the
Partnership may rely conclusively upon a certificate of any Partner to
the effect that such is acting on behalf of the Partnership. The
signature of any Partner shall be sufficient to bind the Partnership, in
every manner, to any agreement or on any document, including, but not
limited to, documents drawn, or agreements made, in connection with the
acquisition or disposition of any Partnership assets in furtherance of
the purposes of the Partnership.
2.4 Appointment and Qualifications of the Administrative
Director.
(a) The Partners shall appoint an Administrative Director
who shall have the primary responsibility for carrying out the day-to-
day administrative, record-keeping and ministerial activities of the
Partnership and any other duties and responsibilities which may be
assigned to him by a Majority in Interest of the Partners. The
Administrative Director must be an individual (but does not need to be a
partner of the Partnership) and shall serve at the pleasure of the
Partners. In addition to any authority specifically granted to the
Administrative Director by the Partners, the Administrative Director
shall be authorized in the name and on behalf of the Partnership:
(i) to open, maintain and close bank and securities
brokerage accounts for the Partnership and to draw checks and make other
orders for the payment of money; and to execute all documents required
to be executed in connection with opening, maintaining and executing
such accounts; provided, however, that any check or other order for the
payment of money in an amount in excess of $5,000 shall require the
signature of a Partner;
(ii) to prepare or cause to be prepared, and review
tax returns for the Partnership;
(iii) to cause to be paid on or before the due date
thereof all amounts due and payable by the Partnership to any person or
<PAGE>
entity (other than the Administrative Director);
(iv) to monitor and maintain appropriate records of
the investment of the Partnership assets by the Partners and the
Partnership's investment advisers, including such records as are
required (a) to simplify and accelerate tax return preparation so as to
reduce professional accounting charges, (b) to monitor fees and
commissions, and (c) to enable the Administrative Director to prepare
detailed informative reports for distribution to the Partners; and to
act as liaison with such investment advisers; provided, however, that
the Administrative Director shall have no responsibility for the
investment of Partnership assets by the Partners and the Partnership's
investment advisers;
(v) to execute proxies and documents regarding
exchanges, tender offers and the like when requested to do so by the
Partnership's investment advisers; provided, however, that shares of
Quick & Reilly Group, Inc. common stock shall be voted in accordance
with specific instructions of a Majority in Interest of the Partners;
(vi) to prepare and distribute to the Partners, at
least quarterly, detailed and informative reports of transactions and of
the performance (and relative performance) of the Partnership's
investment advisers, in addition to any written materials furnished to
the Partnership by such advisers;
(vii) to communicate with and respond to inquiries of
the Partners from time to time with respect to the Partnership's
affairs; and
(viii) to coordinate and assist in the planning and
conducting of Partners meetings when called by the Partners in
accordance with Article XII, and to prepare agendas for such meetings
and to prepare and distribute minutes thereof.
(b) The Administrative Director may be removed with or
without cause by a Majority in Interest of the Partners. In addition,
the Administrative Director may resign from such position at any time
upon written notice to each Partner. If the Administrative Director is
a Partner, the removal or resignation of the Administrative Director
shall not affect his interest in the Partnership. In the event of the
removal, resignation, death or incapacity of the Administrative
Director, a Majority in Interest of the Partners shall elect a new
Administrative Director.
ARTICLE III
ACTIVITIES OF PARTNERS;
INDEMNIFICATION OF PARTNERS
3.1 Other Activities of the Partners. Except as provided
below, each Partner may engage or invest in any other venture of any
nature or description, or possess any interest therein, independently or
with others. Neither the Partners, the Partnership nor any other person
related to, or in any way affiliated with, any Partner or the
Partnership shall have any duty or obligation to disclose or offer to
the Partnership or the Partners any such venture or interest therein;
and the Partnership, the Partners, the creditors of the Partnership and
any other person having any interest in the Partnership shall not have
(i) any claim, right or cause of action of any kind against any of the
Partners or any other person related to, or in any way affiliated with,
any of the Partners by reason of any direct or indirect investment or
other participation, whether active or passive, in any such venture or
interest therein or (ii) any rights in or to any such venture or
interest therein or the income or profits derived therefrom.
3.2 Indemnification of Partners. A Partner shall not be
liable, responsible or accountable in damages or otherwise to the
Partnership or to any other Partner for (i) any acts performed within
the scope of the authority conferred on the Partner by this Agreement,
except for such Partner's gross negligence or willful misconduct in
carrying out his, her or its obligations hereunder, (ii) such Partner's
failure or refusal to perform any acts which are beyond the scope of
his, her or its authority under the terms of this Agreement or under
Partnership Law, (iii) such Partner's performance of, or omission to
perform, any acts on advice of legal counsel, accountants, brokers or
consultants to the Partnership or (iv) the negligence, dishonesty or bad
faith of any consultant, agent, broker or employee of the Partnership
selected, engaged or retained by the Partner in accordance with
instructions of a Majority in Interest of the Partners. A Partner shall
be fully protected and indemnified by the Partnership against all
liabilities and losses suffered by virtue of his status as such
(including amounts paid in respect of judgments, fines or in settlement
of litigation and expenses reasonably incurred by such Partner in
connection with any pending or threatened litigation or proceeding) with
respect to any action or omission taken or suffered in good faith in the
reasonable belief that such action or omission was authorized and in the
best interest of the Partnership.
3.3 Dealings with Affiliates of Partners.
(a) A Partner may serve as a director, managing partner or
officer of any corporation, partnership or other entity the securities
of which shall constitute the whole or any part of the Partnership's
assets and any securities held hereunder may be voted to elect such
Partner or any other person as a director, managing partner or officer
of any such entity, and such Partner may accept, without accountability
therefor to the Partnership or the other Partners, a salary or other
compensation for services rendered to any such entity.
(b) Each Partner is familiar with the general rule of law
(commonly referred to as the rule against "self-dealing" or as the rule
of "undivided loyalty") under which actions, decisions or transactions
by a fiduciary are held to be void or voidable if the fiduciary is
directly or indirectly interested therein in his or her individual
capacity. Each Partner believes that it will be in the best interests
of the Partners and the beneficiaries of any Partner which is a trust if
each Partner is free to perform his or its duties as a fiduciary without
regard to any such rule of law. Accordingly, each Partner directs that,
in the case of any action, decision or transaction in which a Partner
shall be directly or indirectly interested in his or its individual
capacity, the propriety of such action, decision or transaction shall be
judged in the same manner as if such Partner were not so interested.
(c) A Majority in Interest of the Partners are
specifically authorized to cause the Partnership to retain any equity or
debt securities of The Quick & Reilly Group, Inc., or any subsidiary or
affiliated company thereof, or of its successor or of any corporation
into which it is merged, and to purchase additional equity or debt
securities of said corporation, whether or not subordinated, or to make
subordinated loans of cash or securities to said corporation, for such
periods and upon such terms as such Partners shall determine. Such
Partners shall not be held liable for any loss or depreciation arising
from such investments. A Majority in Interest of the Partners may at
their sole discretion cause the Partnership to buy and sell securities
through said corporation, and pay commissions thereto, regardless of
such interest in such corporation.
(d) A Majority in Interest of the Partners are authorized
to cause the Partnership to become a member of, or to invest all or any
part of the Partnership's assets in, any partnership, partnership
association or limited partnership (as general or limited partner, or
both) and to participate in its affairs including, without limitation,
the dissolution thereof, and to enter into such agreements with such
partnership (including, without limitation, loans), upon such terms and
conditions as such Partners deem advisable, without liability for any
loss occasioned thereby.
3.4 Use of Partnership Property. No Partner shall make use of
the funds or property of the Partnership in any way other than for the
business or benefit of the Partnership.
ARTICLE IV
BOOKS AND RECORDS
4.1 Books of Account. The Partnership shall keep or cause to
be kept true and complete books of account, including true and complete
entries with respect to each asset of the Partnership, on the basis of
the calendar year. The accounts of the Partnership shall be kept in
accordance with generally accepted accounting principles.
4.2 Availability of Books of Account. All of the books of
account referred to in Section 4.1, together with an executed copy of
this Agreement and any amendments hereto, at all times shall be
maintained at the principal office of the Partnership or at such other
location as a Majority in Interest of the Partners shall determine, and,
upon reasonable written notice to the Partnership, shall be open to the
inspection of the Partners or their representatives during reasonable
business hours.
4.3 Annual Reports and Statements. For each calendar year, the
Administrative Director shall send or cause to be sent to each person
who was a Partner during such calendar year, as soon as practicable
after the end of such calendar year but in no event later than 120 days
after the end thereof, (a) annual reports of the Partnership, including
an annual balance sheet and profit and loss statement, (b) annual
statements indicating such Partner's share of the Partnership's items of
income, gain, loss, deduction and credit relevant for federal income tax
purposes and (c) an annual statement of the changes in such Partner's
Capital Account. Such statements shall not be required to be certified.
In addition, the Administrative Director shall send or cause to be sent
to each Partner quarterly statements containing a balance sheet, a
profit and loss statement and a statement of changes in such Partner's
Capital Account, within 30 days following the end of each of the first
three calendar quarters of each calendar year.
4.4 Accounting Expenses. All expenses in connection with the
keeping of the books and records of the Partnership and the preparation
of financial statements required to implement the provisions of this
Agreement shall be borne by the Partnership as an ordinary expense of
its business. Notwithstanding the foregoing, if the books and records
so kept by the Partnership or the financial statements so prepared are
challenged by any Partner, former Partner or any legal representative
thereof, then unless it is determined that such statements are
materially inaccurate adversely to the financial interests of such
persons, the entire cost and expense to the Partnership of all
additional outside accounting and legal work resulting from such
challenge shall be paid and borne solely by the persons so challenging
such books and records or financial statements.
4.5 Tax Controversies; Tax Matters Partner. Subject to the
provisions hereof, a Majority in Interest of the Partners shall
designate a "tax matters partner" (as defined in Section 6231 of the
Internal Revenue Code of 1986, as amended (the "Code")) of the
Partnership. The tax matters partner, or his designee, is authorized
and required to represent the Partnership (at the expense of the
Partnership) in connection with all examinations of the affairs of the
Partnership, by any federal, state or local tax authorities, including
any resulting administrative and judicial proceedings, and to expend
funds of the Partnership for professional services and costs associated
therewith. Each Partner agrees to cooperate with the tax matters
partner and to do or refrain from doing any or all things reasonably
required by him, her or it in connection with the conduct of all such
proceedings.
ARTICLE V
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
ADDITIONAL CAPITAL CONTRIBUTIONS
5.1 Capital Accounts. A separate capital account (the "Capital
Account") shall be maintained for each Partner. There shall be credited
to the Capital Account of each Partner: (i) the amount of the initial
capital contribution of such Partner to the Partnership (or, if such
Partner is an assignee of a Partner or former Partner, the Capital
assigned to such Partner), (ii) all contributions made by such Partner
to the Partnership pursuant to Section 5.2 and (iii) any Net Income
allocated to such Partner under Article VI; and there shall be debited
to the Capital Account of each Partner (iv) the amount of all
Partnership distributions made to such Partner pursuant to Article VII
and (iv) any Net Losses allocated to such Partner pursuant to Article
VI. All Capital Accounts shall be in all events maintained and adjusted
as required by Treasury Regulation Section 1.704-1(b)(2)(iv). No
interest shall be paid on Capital Accounts.
5.2 Additional Capital Contributions.
(a) No Partner shall have the right or the obligation to
contribute additional capital to the Partnership except: (i) as may be
agreed upon by a Majority in Interest of the Partners; and (ii) that
each Partner shall contribute cash to the Partnership in such amount as
may be necessary to bring such Partner's Capital Account, if negative,
to zero, at the end of each fiscal year of the Partnership, within 90
days after the withdrawal of such Partner from the Partnership and
within 90 days after liquidation of the Partnership. The obligations
provided in this Section 5.2 shall not be for the benefit of, or
enforceable by, any creditor of the Partnership.
(b) Contributions made pursuant to this Section 5.2 on a
date other than the first day of a calendar month shall, for purposes of
Section 6.2, be deemed to have been made on the first day of the
calendar month following the month in which the contribution is made.
5.3 Partnership Interests. The relative interests of each
Partner in the Partnership shall be measured in relation to the
Partners' Capital Account balances. The percentage that each Partner's
Capital Account constitutes of the aggregate Capital Account balances of
all Partners shall be such Partner's "Partnership Interest".
ARTICLE VI
ALLOCATIONS
6.1 Determination of Net Income and Net Losses.
(a) The Net Income and Net Losses of the Partnership (as
hereinafter defined) shall be determined by the Partnership as of the
last day of each calendar quarter or at any other time that the relative
Partnership Interests of the Partners change, whether as a result of new
or additional capital contributions or the assignment or withdrawal by
any Partner of all or any portion of such Partner's capital.
(b) "Net Income" and "Net Losses" mean, with respect to
each calendar quarter or such other period for which the same may be
calculated, the net income and net losses of the Partnership for such
quarter or period as determined under generally accepted accounting
principles consistently applied, provided, however, that with respect to
securities held by the Partnership, net income and net losses shall be
computed as if such securities were sold for fair market value at the
close of business on the last day of such quarter or period.
6.2 Allocation of Net Income and Net Losses. Net Income and
Net Losses for each calendar quarter or such other period for which the
same may be calculated shall be allocated as of the last day of each
such quarter or period among the Partners in proportion to their
Partnership Interests as of the first day of any such quarter or period.
6.3 Section 754 Election. The Tax Partner or his designee may,
in his discretion, elect under Section 754 of the Code to adjust the
basis of Partnership assets upon a distribution of Partnership property
as described in Code Section 734 or a transfer by a Partner of its
interest in the Partnership as described in Code Section 743, provided
that any Partner who transfers his interest shall bear all accounting
expenses with respect to such transfer which result from the Code
Section 754 adjustment.
6.4 Special Accounts. In addition to the regular books and
accounts maintained by the Partnership in accordance with generally
accepted accounting principles, the Partnership shall maintain a set of
accounts based on federal income tax principles.
6.5 Allocations for Tax Purposes. In each calendar year, items
of income, deduction, gain, loss or credit that are recognized for
federal income tax purposes shall be allocated among the Partners, in
such manner as to reflect equitably amounts credited to or debited
against each Partner's Capital Account, whether in such calendar year or
in prior calendar years. Such allocations shall take into account any
variation between the adjusted basis of the Partnership's assets for
federal income tax purposes and the value of such assets reflected in
the Partners' Capital Accounts in the same manner as under Internal
Revenue Code Section 704(c) and the regulations thereunder. To this
end, the Partnership shall establish and maintain records which shall
show the extent to which the Capital Account of each Partner shall, as
of the last day of each calendar year, be comprised of amounts which
have not been reflected in the taxable income of such Partner. To the
extent deemed by the Administrative Director to be feasible and
equitable, taxable income and gains in each calendar year shall be
allocated among the Partners who have enjoyed the related credits, and
items of deduction, loss and credit in each calendar year shall be
allocated among the Partners who have borne the burden of the related
debits.
ARTICLE VII
DISTRIBUTIONS AND WITHDRAWALS OF CAPITAL
7.1 Distributions. A Majority in Interest of the Partners, in
their sole discretion, may at any time cause distributions of
Partnership assets, in cash or in kind, to be made to all the Partners
in proportion to their Partnership Interests. Any such distribution
shall be made to the Partners who are Partners on the day such
distribution is made or as of any record date for the determination of
Partners entitled to such distribution as such Majority in Interest of
the Partners, in their sole discretion, shall designate by notice to the
Partners.
7.2 Withdrawals of Capital.
(a) General. A Partner may, on the last day of any
calendar year, withdraw all or any portion of such Partner's Capital
Account by giving at least 45 days' prior written notice to the
Partnership of such Partner's intention to withdraw capital from the
Partnership, provided, however, that no partial redemption may reduce
(or further reduce) the Capital Account balance of such Partner below
$1,000,000. Such notice shall state the amount to be withdrawn, the
date of withdrawal and whether any or all of such withdrawal is to be
delivered in kind, and if such notice fails to state the nature of such
delivery, such capital shall be delivered in cash or in kind as a
Majority in Interest of the Partners, in their sole discretion, shall
determine. Notwithstanding any delay in distribution under subparagraph
(c) or a hold back under subparagraph (e) of this Section 7.2, such
Partner's Partnership Interest shall be deemed to be reduced on the date
of withdrawal by the amount requested to be withdrawn.
(b) Cash Distribution. In the event any Partner requests
all or a portion of any distribution of Partnership Assets to be made in
cash, a Majority in Interest of the Partners shall determine which, if
any, of the Partnership Assets will be liquidated to fund such
distribution. The Administrative Director shall undertake reasonable
efforts to cause any such liquidation to be completed prior to the date
the withdrawal is to be effective, but if the Administrative Director is
unable to complete such a liquidation, the withdrawal of that portion of
capital which is not to be funded by such incomplete liquidation shall
be made and the withdrawal of that portion of capital to be funded by
such incomplete liquidation shall be delayed until such time as such
liquidation is completed. The cost of liquidating any Partnership asset
for purposes of funding a cash withdrawal shall be charged to the
Partner requesting such withdrawal (and charged pro rata if two or more
Partners are concurrently withdrawing capital in the form of cash) and
held back from the amount distributed to such Partner, and the
Administrative Director shall provide to such Partner a reasonably
detailed statement describing such costs of liquidation so withheld.
(c) Distribution in Kind. In the event any Partner
requests all or a portion of any distribution to be made in kind, the
Administrative Director, on the date of withdrawal of such capital,
shall deliver to such Partner such executed stock powers, stock
certificates, deeds, documents of assignment and other documents as may
be reasonably required to evidence the transfer of ownership of such
Partnership assets from the Partnership to such Partner. In addition,
the Administrative Director will undertake his reasonable efforts to
obtain the consent of any third party which may be necessary to effect
any such transfer. If the Administrative Director is unable to obtain
such consent, he may, in his sole discretion, either delay the
distribution relating to such asset for such period as he may deem
appropriate in order to obtain such consent (but not more than six
months) or substitute cash or another Partnership asset therefor. If
any portion of a Partnership asset that is subject to a mortgage, lien
or other encumbrance is to be distributed, the Administrative Director
may condition the distribution to the Partner requesting such withdrawal
upon the agreement of such withdrawing Partner to accept and assume that
interest in the Partnership asset and in the related mortgage, lien or
other encumbrance equal to the ratio that the capital to be withdrawn by
such Partner bears to the aggregate Capital Account balances of all
Partners immediately prior to such withdrawal. It shall be a condition
to any withdrawal involving a Partnership asset subject to a mortgage,
lien or other encumbrance that the withdrawing Partner execute such
assignments and assumptions as the Administrative Director may
reasonably request to effect the transfer of any obligations relating to
the asset distributed. In no event will a Partner be distributed any
Partnership asset (other than cash) in an amount exceeding any ratio
that the capital of such Partner to be withdrawn bears to the aggregate
Capital Account balances of all Partners immediately prior to such
withdrawal; provided, however, that the Administrative Director may
distribute a greater of lesser proportion of any Partnership asset to
the extent necessary if such Partnership asset or any portion thereof is
not divisible in the appropriate proportion (e.g., a share of stock is
not divisible into fractions).
(d) Effective Time of Withdrawal. Until distributed in
accordance with this Section 7.2, capital requested to be withdrawn by
any Partner shall remain capital of the Partnership and be subject to
the risks of the Partnership's business.
(e) Hold Back. Notwithstanding any provision of this
Agreement to the contrary, the Administrative Director, in his sole
discretion, may withhold from any distribution requested by a Partner
hereunder up to 10% of the amount to be withdrawn as a reserve to pay
for contingent liabilities arising from events occurring prior to such
withdrawal, which reserve, or any remaining balance thereof, shall be
paid to such Partner or his estate upon the Administrative Director's
determination that such reserve (or such remaining balance) is no longer
required, but in no event later than the first anniversary of the date
of distribution of the remainder of such withdrawn funds.
(f) Interest. Interest on any amount not distributed to a
Partner on the date of withdrawal shall be paid monthly in arrears on
the first day of each month at the prime rate in effect from time to
time and reported in The Wall Street Journal.
(g) Valuation.
(i) In connection with any distribution or withdrawal
pursuant to which a Partner will not receive a proportionate share of
each and every asset of the Partnership, the fair market value of any
Marketable Security (as defined in this subparagraph (g) as of any date
shall be determined by the Administrative Director as set forth below,
subject, however, to any discount to be applied to such value under
subparagraph (ii) of this subparagraph (g):
(A) Marketable Securities listed on a national
securities exchange or traded in the over-the-counter market and
reported on the National Association of Securities Dealers' Automated
Quotation System ("NASDAQ") national market list will be valued at the
last sales price on such date (or, if such date is not a business day,
on the preceding business day) or, in the absence of a sale on such date
(or such preceding business day), at the last bid price on such date (or
such preceding business day); and
(B) Marketable Securities traded in the over-
the-counter market and reported on NASDAQ, other than on the NASDAQ
national market list, will be valued at the closing bid price on such
date (or such preceding business day) as reported by NASDAQ.
"Marketable Securities" means Securities of a class
which is listed on a national securities exchange or traded in the over-
the-counter market and reported on NASDAQ. The fair market value of all
Securities other than Marketable Securities and the fair market value of
other Partnership assets will be determined by such method as may be
deemed appropriate and reasonable by the Administrative Director. The
Administrative Director is authorized to retain such independent
appraisers as he may deem necessary to assist in determining the fair
market value of any asset.
(ii) The fair market value of any Security determined
under this subparagraph (g) may be reduced by such discount, if any, as
the Administrative Director deems necessary in order to properly take
into account the effect on such value of (A) the size of the
Partnership's holdings of such Security (or equivalent or derivative
Securities) in relation to the volume of trading in such Security and
(ii) any options, rights of first refusal or similar rights to which
such Security is subject or any contractual restrictions or restrictions
under federal or state securities laws on the transfer of such Security.
(iii) The Partner receiving the distribution or
making the withdrawal of capital may object to the determination by the
Administrative Director as to the fair market value of any Security or
other asset as of the date of distribution or withdrawal or any date
prior thereto by giving written notice thereof to the Administrative
Director (with a copy to all of the Partners) within 30 days after his
receipt of (i) such asset or any report or other communication setting
forth the fair market value of such asset which is based on such fair
market value or (ii) any notice setting forth a proposed fair market
value of such asset. Unless such an objection is make, the
determination of the Administrative Director as to the fair market value
of any asset shall be final and conclusive. If the Partner objects to
the determination of the Administrative Director as to the fair market
value of any asset, the Administrative Director will be required to
obtain, at the expense of the Partnership, the concurrence in such
valuation (or, if not concurrence, a new valuation which shall be final
and conclusive) by an independent appraiser selected by the
Administrative Director (the "Outside Consultant"). The Administrative
Director shall give the Partner written notice of such selection and of
any proposed change in an Outside Consultant previously selected and
shall change such selection if the Partner shall have filed written
objection thereto within 30 days after the Partner's receipt of such
notice.
(h) The Administrative Director shall use his or her best
efforts to consult with the Partners prior to exercising any discretion
pursuant to this Section 7.2.
ARTICLE VIII
WITHDRAWAL OF PARTNERS
8.1 Withdrawal of a Partner. A Partner may withdraw from the
Partnership by withdrawing all of such Partner's capital in accordance
with Article VII or transferring all of such Partner's Partnership
Interest in accordance with Article IX. Such withdrawal as a Partner
will be effective from and after the date of withdrawal of all of such
Partner's capital or transfer of all of such Partner's Partnership
Interest, as provided in Article VII or IX, as the case may be. In
addition, any Partner whose Capital Account balance is negative may, on
and effective as of the last day of any calendar month, withdraw from
the Partnership by giving at least 45 days' prior written notice to the
Partnership of such Partner's intention to withdraw.
8.2 Continuation of Partnership. The withdrawal, death,
bankruptcy, incapacity or other termination of any Partner shall not
cause a dissolution, termination or liquidation of the Partnership, and
the remaining Partners shall continue the business of the Partnership
under the Partnership's name. Any consent to such continuation which
may be necessary under the Partnership Law has been granted by each
Partner by execution of this Agreement.
ARTICLE IX
TRANSFER OF PARTNERSHIP INTERESTS
9.1 Transfer Defined. The term "transfer" when used in this
Article IX with respect to a Partner's Interest includes a sale,
assignment, gift, pledge, hypothecation, exchange, transfer or other
disposition, whether voluntary or by operation of law.
9.2 Limitation on Transfer. No Partner's Partnership Interest
shall be transferred, in whole or in part, except in accordance with the
terms and conditions set forth in this Article IX. Any transfer or
purported transfer of any Partner's Partnership Interest not made in
accordance with this Article IX shall be null and void.
9.3 Transfer of Interests. No transfer of Partnership
Interests may be made unless (a) the transferring Partner has executed
and delivered to the Administrative Director an originally executed
notice of assignment setting forth (i) the name of the proposed
transferee and (ii) the amount of such Partner's Partnership Interest to
be transferred and (b) the proposed transferee has delivered to the
Administrative Director (I) a duplicate of the Signature Page of this
Agreement duly executed by the proposed transferee and (II) an
originally executed statement (x) appointing the Administrative Director
as the proposed transferee's attorney-in-fact to execute, acknowledge
and file any document in which the Administrative Director, in his sole
discretion, deems necessary or appropriate for, and relating to, the
proposed transferee's admission as a substituted Partner and as a party
to this Agreement and (y) providing that the proposed transferee agrees
to execute any document that the Administrative Director may reasonably
require to be executed in connection with such assignment and admission
of the proposed transferee as a substitute Partner. Any proposed
transferee shall be recognized by the Partnership as a Partner on the
day the name of such proposed transferee is recorded on the books and
records of the Partnership. The Administrative Director shall so record
such proposed transferee's name on the books and records of the
Partnership, as a Partner, within three (3) business days after receipt
of such notice of assignment, executed signature page and written
statement.
9.4 No Consent Required. The admission of a proposed
transferee as a Partner in accordance with this Article IX may be
effected without the specific consent of the Partners, such consent
being granted by each Partner by execution of this Agreement.
ARTICLE X
ADMISSION OF ADDITIONAL PARTNERS
Except as provided in Article IX, additional persons may be
admitted to the Partnership as Partners only upon the unanimous vote of
all of the Partners. Each additional Partner shall execute a duplicate
of the signature page of this Agreement and such other instruments, in
form and substance satisfactory to the Administrative Director, as the
Administrative Director shall deem necessary or desirable to effect such
admission. Each such person shall become a Partner as of the first day
of the month commencing on or after the making of his or its initial
capital contribution (provided that if such capital contribution is made
on the first business day of a month, such capital contribution shall be
deemed to have been made immediately prior to the first day of such
month).
ARTICLE XI
LIQUIDATION OF PARTNERSHIP;
LIQUIDATION AND DISTRIBUTION OF ASSETS
11.1 Dissolution and Liquidation. The Partnership shall be
dissolved and liquidated (a) at any time, by a Majority in Interest of
the Partners, (b) at such time as there are not at least two Partners or
(c) at such time as may be required under the Partnership Law. Upon
such an event of dissolution, the Partnership shall wind up its affairs
and shall be liquidated.
11.2 Distribution upon Liquidation. Upon any liquidation of
the Partnership, each of the following shall be accomplished:
(a) the Administrative Director shall cause to be prepared
a statement setting forth the assets and liabilities of the Partnership
as of the date of liquidation, and such statement shall be furnished to
all of the Partners;
(b) the property and assets of the Partnership shall be
liquidated as promptly as possible, but in an orderly and business-like
manner so as not to involve undue sacrifice;
(c) upon the liquidation and dissolution of the
Partnership, the allocations provided in Article VI for the calendar
year of such liquidation and dissolution shall be credited to the
Capital Accounts of the Partners; and
(d) upon the liquidation and dissolution of the
Partnership, and after payment of or provision for the liabilities of
the Partnership (including any debt to any Partner), the remaining
assets and properties of the Partnership shall be distributed to the
Partners in amounts equal to (or, if there shall not be sufficient
funds, in proportion to) their respective positive Capital Accounts
(after adjustment as provided in Section 11.2(c)). Distributions upon
the liquidation and dissolution of the Partnership shall be in cash or
in kind, as a Majority in Interest of the Partners, in their sole
discretion, shall determine.
11.3 Deficit Balance. Each Partner who has a negative balance
in such Partner's Capital Account on the date of liquidation shall be
required to restore the amount of such deficit as provided in Section
5.2.
ARTICLE XII
MEETINGS OF PARTNERS
12.1 Place of Meetings. All meetings of Partners shall be held
at the principal office of the Partnership or at such other places as
may be specified in the notices of such meetings.
12.2 Call of Meetings.
(a) Meetings of Partners may be called at any time by the
Administrative Director or any Partners holding at least 20% of the
Partnership Interests of all the Partners. Such meetings shall be
called by giving notice to that effect to all Partners entitled to vote
at such meetings. Such notices shall be given not less than five nor
more than 20 days prior to the date of such meeting and state the place,
date and hour of such meetings.
(b) When a meeting is adjourned to another time or place,
it shall not be necessary to give any notice of the adjourned meeting if
the time and place to which such meeting is adjourned are announced at
such meeting, and at such adjourned meeting any business may be
transacted that might have been transacted at such meeting. However, if
the adjournment is for more than one day a notice of such adjourned
meeting shall be given to each Partner entitled to vote at such
adjourned meeting.
12.3 Record Date. In order to determine the Partners entitled
to (i) notice of or vote at any meeting of Partners or any adjournment
thereof, (ii) express consent to Partnership action in writing without a
meeting, (iii) receive payment of any distribution or allotment of any
rights or (iv) take, authorize, enjoy or participate in any other lawful
action, the Administrative Director may fix, in advance, a record date,
which shall not be more than 20 or less than five days before the date
of such meeting nor more than 20 days prior to any other action. If no
record date is fixed, the record date for determining Partners entitled
to notice of or to vote at a meeting shall be the close of business on
the day on which the Administrative Director or the Partner(s) takes the
prior action required to be taken by him, it or them relating thereto.
A determination of Partners of record entitled to notice of or to vote
at a meeting shall apply to any adjournment of such meeting unless a new
record date is fixed for such adjourned meeting.
12.4 Waiver of Notice. A written waiver of notice of a meeting
signed by a Partner entitled to notice of such meeting, whether before
or after such meeting, shall be deemed to be equivalent to giving of
proper notice of such meeting. Attendance of a Partner at a meeting
shall constitute a waiver of notice of such meeting, except when such
Partner attends such meeting for the express purpose of objecting, at
the beginning of such meeting, to the transaction of any business at
such meeting because such meeting was not properly called or convened.
12.5 Manner of Acting. Except as otherwise provided herein or
required by the Partnership Law, the action of the Partners shall be
decided by a Majority in Interest of the Partners, provided such
Partners are present at such meeting, in person or by proxy, and are
entitled to vote thereon. Any Partner may participate in a meeting of
the Partners by conference telephone or similar communications
equipment, and such participation shall constitute presence in person at
such meeting.
12.6 Proxy. Every Partner entitled to vote at a meeting may
authorize another person or persons to act for him or it by proxy.
Every proxy must be signed by the Partner or such Partner's attorney-in-
fact. No proxy shall be voted or acted upon after three years from its
date unless such proxy provides that it may be voted or acted upon for a
longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable.
12.7 Order of Business and Voting.
(a) The Administrative Director shall call every meeting
of Partners to order and shall act as chairman of such meeting. In the
absence of the Administrative Director, the Partners shall elect a
chairman of such meeting. The order of business at all meetings of the
Partners shall be determined by the chairman of the meeting.
(b) Unless required by law or demanded by a Partner
present in person or represented by proxy at a meeting and entitled to
vote at such meeting, the vote upon any business before such meeting
need not be conducted by ballot; provided, however, no person
participating in a meeting of Partners by conference telephone or
similar communications equipment shall be required to vote by ballot.
On a vote by ballot, each ballot cast by a Partner voting in person
shall state the name of such Partner and the percentage of the
Partnership Interests voted by him or it, and each ballot cast by proxy
shall bear the name of such proxy and the name of the Partner for whom
such proxy is voting and the percentage of the Partnership Interests
voted by him.
12.8 Consent of Partners in Lieu of Meeting. Any action by
vote required or permitted to be taken by the Partners may be taken
without a meeting on written consent setting forth the action so taken,
signed by a Majority in Interest of the Partners and delivered to the
Administrative Director. Such action shall become effective upon
delivery to the Administrative Director of consents, which may be
executed in counterparts, signed by a Majority in Interest of the
Partners. If any such consent is signed by less than all of the
Partners, the Administrative Director shall provide copies of such
consent to each Partner who did not sign such consent promptly after
such consent becomes effective.
ARTICLE XIII
MISCELLANEOUS
13.1 Further Assurances. Each party to this Agreement agrees
to execute, acknowledge, deliver, file and record such further
certificates, amendments, instruments and documents, and to do all such
other acts and things, as may be required by law, or as may, in the
opinion of the Administrative Director, be necessary or advisable to
carry out the intent and purposes of this Agreement.
13.2 Notices. All notices, or other communications that any
party to this Agreement may desire or be required to give hereunder
shall be in writing and shall be delivered by personal delivery or by
registered or certified mail, postage prepaid, return receipt requested
addressed as follows:
(a) To the Partnership, at c/o The Quick & Reilly Group,
Inc., 230 South County Road, Palm Beach, Florida 33480, or at such other
address as may be designated by a Majority in Interest of the Partners
upon written notice to all of the Partners; and
(b) To any of the Partners, at c/o The Quick & Reilly
Group, Inc., 230 South County Road, Palm Beach, Florida 33480, or at
such other address as may be designated by any of them by written notice
to all of the Partners' and the Partnership.
Each notice or other communication transmitted in accordance with
this Section 13.2 shall be deemed to have been given and received for
all purposes at the time it shall have been (i) delivered to the
addressee as indicated by the return receipt (if transmitted by mail) or
the affidavit of the messenger (if transmitted by hand delivery) or (ii)
presented for delivery during normal business hours, if such delivery
shall not have been accepted for any reason.
13.3 Headings and Captions. All headings and captions
contained in this Agreement are inserted for convenience only and shall
not be deemed a part of this Agreement.
13.4 Variation of Pronouns. All pronouns and all variations
thereof shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or entity may require.
13.5 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original and
all of which, when taken together, shall constitute one and the same
instrument.
13.6 Governing Law. This Agreement is made pursuant to the
provisions of the Partnership Law and shall be construed accordingly.
13.7 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
executors, administrators, legal representatives, heirs, successors and
assigns.
13.8 Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter hereof,
supersedes all prior agreements among the parties with respect to such
subject matter and may not be modified except as provided herein.
13.9 Waiver. No delay or omission to exercise any right, power
or remedy accruing to any party hereunder shall impair any such right,
power or remedy or shall be construed to be a waiver of or an
acquiescence to any breach hereof. No waiver of any breach hereof shall
be deemed to be a waiver of any other breach hereof theretofore or
thereafter occurring. Any waiver of any provision hereof shall be
effective only to the extent specifically set forth in the applicable
writing.
13.10 Severability. If any provision of this Agreement shall
hereafter be held to be invalid, unenforceable or illegal, in whole or
in part, in any jurisdiction under any circumstances for any reason, (i)
such provision shall be reformed to the minimum extent necessary to
cause such provision to be valid, enforceable and legal while preserving
the intent of the parties as expressed in, and the benefits to the
parties to be provided by, this Agreement or (ii) if such provision
cannot be so reformed, such provision shall be severed from this
Agreement and an equitable adjustment shall be made to this Agreement
(including, without limitation, addition of necessary further provisions
to this Agreement) so as to give effect to the intent as so expressed
and the benefits so provided. Such holding shall not affect or impair
the validity, enforceability or legality of such provision in any other
jurisdiction or under any other circumstances. Neither such holding nor
such reformation or severance shall affect or impair the legality,
validity or enforceability of any other provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
Trust Under Agreement Dated 3/1/78
Made by Leslie C. Quick, Jr.
By: /s/ Leslie C. Quick, III
Leslie C. Quick, III, Trustee
/s/ Charles A. Quick
Charles A. Quick, Trustee
/s/ Richard G. Brodrick
Richard G. Brodrick, Trustee
/s/ Leslie C. Quick, III
Leslie C. Quick, III
