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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MIDWEST GRAIN PRODUCTS, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
59832G 104
(CUSIP Number)
John H. Calvert, Lathrop & Norquist, L.C.
Suite 2600, 2345 Grand Boulevard, Kansas City, Missouri 64108
(816) 842-0820
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities,and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP No. 59832G 104 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cloud L. Cray, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 1,591,564
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,853,455
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,591,564
WITH
10 SHARED DISPOSITIVE POWER
1,853,455
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,445,019
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
Beneficial ownership is disclaimed with respect to [ ]
1,719,371 shares in row (11)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.28%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 pages
SCHEDULE 13D
for Cloud L. Cray, Jr.
Item 1. Security and Issuer.
This statement relates to shares of the No Par Value
Common Stock of Midwest Grain Products, Inc. (the "Company").
The address of the principal executive offices of the Company is
1300 Main Street, Atchison, Kansas 66002.
Item 2. Identity and Background.
(a) Name of person filing:
Cloud L. Cray, Jr.
(b) Business address:
Midwest Grain Products, Inc.
1300 Main Street
Atchison, Kansas 66002
(c) Present principal occupation or employment:
Chairman of the Board of the Company. The
Company is a fully integrated producer of vital wheat gluten,
premium wheat starch, alcohol products and flour.
(d) Criminal convictions: the reporting person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years.
(e) Certain civil proceedings.
During the last five years the reporting person has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which has resulted
in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to federal or
state securities laws or a finding of any violation with respect
to such laws.
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The beneficial ownership of the securities subject to
this schedule 13D were acquired in the ordinary course of
business more than five years ago and prior to the date on which
Midwest Grain Products, Inc. became an issuer subject to the
reporting requirements of the Securities Exchange Act of 1934.
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Page 4 of 6 pages
This Schedule is being filed to reflect a decrease in beneficial
ownership of Common Stock of the Company due primarily to a
distribution of shares from a trust on November 17, 1994.
The reporting person has no plans or proposals which relate to or
would result in any of the effects specified in subparagraphs (a)
through (j) in the text of Item 4 of Schedule 13D.
Item 5. Interest and Securities of the Issuer.
(a) The number and percentage of shares of Midwest
Grain Products, Inc. Common Stock, no par value (the "Shares")
beneficially owned by the Reporting Person, based on 9,765,162
shares outstanding as of September 30, 1994, are as follows:
Number Beneficially Owned: 3,445,019
Percent of Class: 35.28%
(b) Number of shares as to which the Reporting Person
has:
(i) Sole voting power to vote or direct the
vote: 1,591,564
(ii) Shared power to vote or direct the
vote: 1,853,455
(iii) Sole power to dispose or direct the
disposition of: 1,591,564
(iv) Shared power to dispose or direct the
disposition of: 1,853,455
The reporting person disclaims beneficial ownership in
all of the shares listed under subparagraphs (b)(ii) and (b)(iv),
except as to 134,084 shares allocated to the account of the
Reporting Person under the Midwest Grain Products, Inc. Employee
Stock Ownership Plan.
(c) Transactions in Shares of the Common Stock,
No Par Value Effected by the Reporting Person During the Past 60
Days:
Date of Amount of Shares Price Per Nature of
Transaction Shares Involved Share Transaction
11-17-94 132,665 N/A Distribution
The above reflects a distribution of 132,665
shares of Common Stock from the Cray Family Trust as of November
17, 1994. The Reporting person received 44,707 of the 132,665
shares and the balance were distributed to other beneficiaries.
The Reporting Person is a Trustee of the Trust. The Trust is
described under Item 6. Prior to the distribution, the Reporting
Person, as a Trustee of the Trust, had beneficial ownership over
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Page 5 of 6 pages
all 132,665 shares. Accordingly, the effect of the distribution
was to reduce the Reporting Person's beneficial ownership of
shares of Common Stock by 87,958 shares.
(d) An aggregate of 1,113,446 shares included
in Item 5 above consist of shares of stock held by employee stock
ownership plans of Midwest Grain Products, Inc. The Reporting
Person is a trustee of those plans and shares voting and
dispositive power with four other trustees. The plan has
previously filed reports of shares held by the plan under
Schedule 13G.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Reporting Person is one of three trustees of the
Cray Family Trust (the "Trust"). The Trust holds 333 shares of
the Company's Preferred Stock (76.2% of all preferred shares
outstanding as of September 30, 1994). The other two trustees
are Laidacker M. Seaberg (Mr. Cray Jr.'s son-in-law) and Richard
B. Cray (Mr. Cray Jr.'s brother). The Trust is appended hereto
as Exhibit 1.
The Articles of Incorporation and Bylaws of the Company
entitle the holders of the Preferred Stock to elect five out of
the Company's nine directors. Only the holders of Preferred
Stock are entitled to vote upon any proposal which requires
stockholder approval and which will authorize or direct the
Company to merge, consolidate, voluntarily dissolve, sell, lease
or exchange all or substantially all of its property and assets,
or amend its Articles of Incorporation; provided, that the
holders of Common Stock are entitled to vote, as a class, upon
any such proposal if the result thereof would be to increase or
decrease the aggregate number of authorized shares of Common
Stock or Preferred Stock, increase or decrease the par value of
the shares of Common Stock or Preferred Stock, or alter or change
the powers, preferences or special rights of the Common Stock or
Preferred Stock so as to affect the holders of Common Stock
adversely. On all other matters, other than the election of
directors, the holders of Common Stock and Preferred Stock each
vote separately, as a class, and no such matter to be acted upon
may be approved unless it receives the affirmative vote, consent
or approval of the holders of a majority, or such greater
percentage as may be required by law, of the shares of Common
Stock and the shares of Preferred Stock.
The Trust will continue in effect until the last death of
a descendent of Cloud L. Cray, Sr. who was living at the creation
of the Trust. Mr. Cloud L. Cray, Sr. died June 23, 1979 and more
than 20 of his descendents in being on April 4, 1975 when the
Trust was created are still living, the youngest being in his
teens. A majority of the Trustees may also terminate the Trust
at such time as the Trustees believe it to be consistent with the
intent of the Trustors in establishing the Trust. Until the
Trust is terminated or dissolved, each Trustee may appoint a
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Page 6 of 6 pages
successor trustee provided that any successor must be and remain
an officer and stockholder of the Company. The Trustees are
permitted to act with respect to the voting or divestment of
shares of the Company's stock held by the Trust in accordance
with the decision of a majority of the Trustees.
Item 7. Material to be Filed as Exhibits.
1. Cray Family Trust.
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.
/s/ Cloud L. Cray, Jr.
__________________________
Cloud L. Cray, Jr.
17 NOV 1994
Date:_______________
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Exhibit 1
CRAY FAMILY TRUST
THIS TRUST AGREEMENT is made and entered into in Atchison,
Kansas this 4th day of April, 1975, by and between CLOUD L. CRAY,
SR., CLOUD L. CRAY, JR. and RICHARD B. CRAY (jointly as
"Trustors" and individually as "Trustor") and CLOUD L. CRAY, SR.,
CLOUD L. CRAY, JR. and RICHARD B. CRAY, ("Trustee" herein.)
To establish this Trust, Trustors are transferring and
delivering to Trustee, without consideration moving from the
Trustee, Thirty Three Thousand Five Hundred (33,500) shares of
the Class B Stock of Midwest Solvents Company, Inc. All property
now or hereafter subject to this Trust (including without
limitation any property added to this Trust from any source,
whether after or during the lifetime of a Trustor) is referred to
as the "Trust Estate" and shall be held IN TRUST, administered
and distributed as hereinafter provided.
ARTICLE I
GENERAL PROVISIONS
This Trust, and all trusts deriving therefrom, may be
referred to as the CRAY FAMILY TRUST.
A. ADDING PROPERTY
Any Trustor, and any other person so desiring, shall
have the right at any time to add to the Trust Estate, provided
such additional assets are acceptable to the Trustee, and any
such property so added to the Trust Estate, whether real,
personal or mixed, shall thereupon be subject to all of the terms
of this Trust.
B. TRUST IRREVOCABLE
1. Except as herein specifically set forth, this Trust
is irrevocable and shall not be altered, amended or revoked by
any person. It may, however, be revoked, altered or amended by
the unanimous act and agreement of the three Trustors by the
execution of a written instrument referring specifically to this
Trust.
2. If this Trust be revoked, then upon such revocation,
one-third (1/3) of the Trust Estate shall be conveyed to each
Trustor.
ARTICLE II
DISTRIBUTION OF PRINCIPAL AND INCOME
1. Until otherwise provided for herein, during the
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lifetime of each Trustor, one-third (1/3) of the income of this
Trust shall be payable to each such Trustor. For convenience,
the shares of the three Trustors are identified herein as "Senior
Share", "Junior Share" and "Richard Share" which refer to the
shares from which income is payable to Cloud L. Cray, Sr., Cloud
L. Cray, Jr. and Richard B. Cray, respectively.
2. Each Trustor shall have a general power of
appointment to direct the income from his respective share as it
shall be applied during such Trustor's lifetime and following
such Trustor's death.
3. Each Trustor shall have a general power of
appointment to direct to whom the principal of his share is
ultimately payable upon the termination of this Trust.
4. If there are any estate or inheritance taxes payable
on a Trustor's interest in the Trust upon such Trustor's death,
then such liability for estate or inheritance taxes shall be a
liability of the estate of the Trustor and other assets of the
Trustor and each Trustor, by the execution hereof, agrees to make
provision therefor in his estate plans. To the extent that there
is a tax resulting from any of the trust assets being included in
a Trustor's taxable estate and, notwithstanding the foregoing
sentence, such tax is required to be paid out of this Trust
Estate, then the pro rata interest of the beneficiaries in such
Trustor's share so subjected to tax payment shall be diminished
thereafter to equate for such payment or payments.
5. Upon the death of Cloud L. Cray, Sr., should he not
exercise his power of appointment or, if he exercises it in part,
then to the extent not so exercised, the Senior Share shall be
held thereafter for so long as this Trust shall be in effect for
the benefit of the Young Men's Christian Association ("YMCA"),
Atchison, Kansas and all income available for distribution shall
be so distributed. Upon termination of this Trust the then
balance in the Senior Share shall be paid over and delivered to
the YMCA, Atchison, Kansas.
6. Upon the death of Cloud L. Cray, Jr., should he not
exercise his power of appointment or, if he exercises it in part,
then to the extent not so exercised, the Junior Share shall be
held thereafter for so long as this Trust shall be in effect for
the benefit of the First Presbyterian Church, Atchison, Kansas
and all income available for distribution shall be so
distributed. Upon termination of this Trust the then balance in
the Junior Share shall be paid over and delivered to the First
Presbyterian Church, Atchison, Kansas.
7. Upon the death of Richard B. Cray, should he not
exercise his power of appointment or, if he exercises it in part,
then to the extent not so exercised, the Richard Share shall be
held thereafter for so long as this Trust shall be in effect for
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the benefit of the issue of Richard B. Cray, per stirpes and all
income available for distribution shall be so distributed. Upon
termination of this Trust the then balance in the Richard Share
shall be paid over and delivered to the issue of Richard B. Cray,
per stirpes.
8. Each exercise of a power of appointment over income
shall be by a signed written instrument delivered to the Trustee
specifically referring to and incorporating by proper
identification of this Trust, the share and the beneficiary or
beneficiaries to whom such income is to be paid under the term of
the exercise.
9. Each Exercise of a power of appointment over
principal may be made either by a signed written instrument
delivered to the Trustee or by a reference in any Trust
established by a Trustor or by an exercise of the power being
included in a Will dully admitted to probate. In all such
events, whether it be by signed written instrument, by inclusion
in a Trust or by inclusion in a Will, the exercise of the power
must specifically refer to the power of appointment which is
being exercised, must properly identify this Trust, the share and
the beneficiaries to take under such exercise of the power. In
the event that there is more than one exercise of a power of
appointment over principal by a Trustor then the power of
appointment last in time of occurrence shall be the effective
exercise of the power of appointment.
10. Unless otherwise terminated under the provisions
hereof, this Trust shall terminate upon the last death of the
issue of Cloud L. Cray, Sr. living on the date of execution of
this Trust. Upon such termination the balances in each Share
shall be conveyed to the beneficiaries who are to take principal
distributions upon termination of this Trust. Whenever issue
living at any particular time of any person are referred to
herein, the term "issue" shall be deemed to mean all of such
person's lineal descendants of every degree living at that time
who have no ancestor then living who is a lineal descendant of
such person. The terms "lineal descendants" and "lineal
ancestors" shall include a relationship established by legal
adoption.
11. Following the death of any one of the Trustees a
majority of the Trustees may terminate this Trust at such time as
the Trustees feel it to be in the best interest of the intent of
the Trustors in establishing this Trust. Upon such termination
the balance in each share shall be paid to the then principal
beneficiaries unless and to the extent there is an exercise of a
power of appointment which has been delivered to the Trustees and
provides other distribution of the principal of the share of the
Trust controlled by such exercise of power of appointment.
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ARTICLE III
POWERS OF TRUSTEE
Except as otherwise provided herein, the Trustee shall
have the following powers in addition to and not in limitation of
any powers granted or conferred by law, all of which powers shall
be exercised only in a fiduciary capacity and not otherwise, that
is to say:
1. To enter upon and take possession of any trust
property and collect and receive the moneys, interests,
dividends, profits and other income arising therefrom, and to
maintain, manage, invest and reinvest any and all property
belonging to the Trust Estate as in the judgment and discretion
of Trustee may seem most advantageous to the Trust Estate and the
beneficiaries thereof.
2. To vote, in person or by proxy, with respect to any
and all shares of stock in any and all corporations at any time
and at all meetings of shareholders, for any and all purposes,
without any limitations whatsoever.
3. To retain in any trust all property in the form in
which the same shall be received at any time by Trustee,
including property which may be received by Trustee in exchange
or substitution by reason of foreclosure, reorganization,
consolidation, merger, liquidation, pooling agreement, voting
trust, or otherwise (in which transactions Trustee is authorized
to participate in any manner Trustee deems advisable), without
liability for any loss which may be incurred thereby, and without
regard to the proportion that such property, or properties of a
similar character so held, may bear to other property held.
4. To manage, control, sell (either for cash or part
cash and part deferred payments), option, plat, subdivide,
improve, repair, convey, exchange, lease (for any length of time
irrespective of the term of the trust hereby created and with or
without option for renewal, and for any purpose, including but
not limited to exploration for and removal of gas, oil and other
materials), mortgage, pledge, partition, distribute, or otherwise
dispose of, all trust property or any part thereof, or any
interest therein, including reinvestments thereof, at such time
or times and in such manner, either public or private, and upon
such terms as in the absolute and uncontrolled discretion of said
Trustee may seem expedient and proper; to enter into community
oil leases and pooling and unitization agreements or any similar
agreements, but not for a joint profit objective; to create
restrictions, easements and other servitudes; and to borrow or
loan money for any trust purpose or purposes, with or without
security and on such terms and conditions as Trustee may deem
proper.
5. To invest the funds of the Trust Estate, including
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the proceeds from the disposition thereof, and reinvest the same
from time to time and keep the same invested and reinvested in
such property, real, personal or mixed, or any interest therein
whatsoever (including but not limited to any and all corporate
obligations and common and preferred stocks and interests in
common trust funds or mutual funds), as Trustee shall deem to be
for the best interests of the Trust Estate and the beneficiaries
thereof.
6. To exercise any right, option or privilege to
convert bonds, notes, stocks or other securities belonging to the
Trust Estate into other bonds, notes, stocks or other securities;
to exercise any right or privilege to subscribe for additional or
other bonds, notes, stocks or other securities; to make such
conversion or subscription to make payments thereof, and to
advance or borrow money for the purpose of exercising such
option, privilege or right; and to retain such bonds, notes,
stocks and other securities so acquired as investments for the
Trust Estate, whether or not the same may be regarded or
prescribed by any statute or rule of law or otherwise as being
proper investments for Trustee.
7. To make, execute and deliver any and all instruments
in writing as may be necessary or proper to carry out any
disposition whatsoever of any property held in the Trust Estate.
Purchasers and other persons who shall pay any moneys to Trustee
shall be exempt from all responsibility with respect to the
application of the same and from the necessity of inquiring into
the regularity, validity or propriety of any disposition made or
purported to be made under the Trust or pursuant to any powers
contained in this Trust.
8. All property taxes, assessments, fees, charges and
other expenses incurred by Trustee in the administration or
protection of this Trust, including the compensation of Trustee,
shall be a charge upon the Trust Estate and shall be paid by
Trustee in full out of the income of the Trust Estate and then
out of principal if there be insufficient income.
9. To employ counsel to assist and advise in the
management, preservation and administration of the Trust Estate;
and to compromise, arbitrate, settle, or litigate any matters
pertaining thereto. Trustee shall pay reasonable compensation
therefor, and the same shall be charged first against income and
then against principal.
10. To carry securities, or any other property, real,
personal or mixed, in the name of Trustee, or in the name of a
nominee or nominees of Trustee without words indicating the trust
relationship.
11. To construe this Instrument, and any action taken
by the Trustee or anyone relying upon any such construction shall
be deemed proper and the Trustee and any such person so relying
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shall be fully protected, even though it may be subsequently
determined that such construction was erroneous. In any
proceeding involving the construction, operation or other legal
effect of this Trust, the then living vested beneficiaries, if
any, shall represent all unknown and undetermined beneficiaries;
and any order, judgment or decree rendered in such proceeding
shall be binding, not only upon such persons, but also upon all
unknown and undetermined beneficiaries.
12. Whenever Trustee is authorized or required under
this Trust to distribute the trust fund, in whole or in part, the
Trustee is authorized to make such distribution in kind or in
money, or mixed, and to allot specific securities or property or
any undivided interest therein to the beneficiary, and for the
purpose of any such allotment, the judgment of the Trustee
concerning the propriety thereof and/or the relative value
thereof shall be final and conclusive upon all interested
persons.
13. To budget the estimated annual income and expenses
of the trust in such manner as to equalize, as far as practical,
periodical income payments, if any, to the. beneficiary
thereunder.
14. To do all other acts and things whatsoever that an
absolute owner of such property could do and perform in his own
right as Trustee shall deem to be for the best interests of the
trust hereunder and the beneficiaries thereof.
15. It is the intention of the Trustors and the
direction of the Trustors that the Trustee holds the Class B
Stock of Midwest Solvents Company, Inc. until the termination of
this Trust. Notwithstanding such intention and direction,
however, following the death of one of the Trustors if a majority
of the Trustees deem it to be in the best interests of the intent
of the Trustors in establishing this Trust to transfer by sale or
exchange all or part of such Class B Stock, then such majority
decision shall control and the Trust may make such transfer.
16. Except as may be otherwise set forth herein Trustee
shall act in all matters as determined by majority vote in
accordance with rules established by such majority. Any
determination by the Trustee may be communicated by written
instrument executed by two Trustees.
ARTICLE IV
SPECIAL PROVISIONS
A. SPENDTHRIFT PROVISION
1. Neither the principal of any trust created hereunder
nor the income therefrom while in the hands of Trustee shall be
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subject to assignment, alienation, pledge, attachment, execution
or claims of creditors of any beneficiary or beneficiaries
whomsoever through legal process, bankruptcy, operation of law or
otherwise. Any attempted sale, assignment, alienation, pledge or
attachment of the principal or income held in any trust hereunder
shall be null and void and shall not be recognized under any
circumstances by Trustee.
B. TRUST STATEMENTS
Any beneficiary hereunder, upon his or her written
request, or the written request of his or her legal
representative, made not more often than quarter-annually, may
demand and receive from Trustee a statement of the financial
condition of the trust, including but not limited to a statement
of principal, income and expenses.
C. PAYMENTS BY TRUSTEE
1. The Trustee may make payments to any beneficiary
under disability by making them to the guardian, conservator or
custodian of the person or estate of the beneficiary, or the
custodian of any property of a minor beneficiary, or to any other
adult with whom the beneficiary shall reside, for the
beneficiary's account, or may apply them for the beneficiary's
benefit. Sums may be paid directly to minor beneficiaries who,
in the Trustee's judgment, have obtained sufficient age and
discretion to render it probable that such sums will be properly
expended. All such payments may be made by the Trustee without
the intervention of any court, and the receipt to the Trustee for
the funds so distributed shall be full discharge to the Trustee
therefor; but the Trustee may require such reports and take such
steps as the Trustee deems desirable to assure the due
application of such funds to the purposes under this Instrument.
2. Until the Trustee shall receive written notice of
any birth, marriage, death or other event upon which the right to
payments from any trust may depend, the Trustee shall incur no
liability to persons whose interests may have been affected by
that event for disbursements made in good faith.
3. In particular, unless within six (6) months after
the death of any person holding a power of appointment given in
this Instrument, the Trustee shall have received actual notice by
an instrument purporting to exercise said power, the Trustee may
distribute any property according to the terms hereof as if the
power had not been exercised. In such event, if an instrument
purporting to exercise said power exists, the Trustee shall not
be liable to the appointees under such exercise; provided that
the respective rights of appointees and distributees of such
property among themselves shall be governed by applicable law.
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D. TRUSTEE ACCOUNTING
The Trustee may at any time render an account. With
respect thereto to the current beneficiaries of such trust during
the period accounted for, the personal representative of any
deceased beneficiary who was entitled to receive any income
during the period accounted for, and the persons to whom the
principal of the respective portion of the Trust Estate would be
distributed if such trust were then to terminate (or if such
trust has terminated, to the persons to whom it is to be
distributed); and if approved by a majority in interest of the
above-specified persons (or if any such beneficiary shall be a
minor or incompetent, by either of such minor's parents or the
guardian or custodian of such beneficiary's person or estate
other than the Trustee) such account shall be final, binding and
conclusive upon all persons who may then or thereafter have an
interest in the Trust Estate. The Trustee may also at any time
render a judicial account with respect to the Trust Estate to the
extent permitted by law.
E. SEVERABILITY
If any provision of this Instrument shall be
unenforceable, the remaining provisions shall nevertheless be
carried into effect.
F. THIRD PARTIES
Any transfer agent or other person dealing with these
trusts (hereinafter referred to as a "third party") shall be
entitled to rely upon a copy of those portions of this Instrument
and any amendments thereto, setting forth the General Provisions,
Powers of Trustee, Special Provisions and Successor Trustees,
which partial copy shall be verified as a true copy of such
portions then in effect by any one of the Trustees then acting or
by an attorney for the Trust. Such third party shall incur no
liability to these trusts, the Trustor, or any beneficiary
hereunder, for acting upon a written direction of the Trustee
signed by two Trustees and made pursuant to the terms hereof set
forth in such partial copy, and shall not be required to see to
the disposition of any proceeds or the faithful discharge of the
Trustee's duties hereunder. In no event shall any third party
have access to a copy of the portion hereof setting forth the
distribution of income and principal, except as may be determined
in the absolute discretion of the Trustee.
G. GOVERNING LAW.
This trust shall be construed, administered and the
rights of all persons hereunder, whether now or hereafter
arising, shall be determined in accordance with the laws of the
State of Kansas.
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ARTICLE V.
SUCCESSOR TRUSTEES
1. Whenever used in this Trust the word Trustee
includes the word Trustees, Co-Trustees and Co-Trustee.
2. Each Trustee shall have the power to name and
appoint an individual to succeed such Trustee in office as a
Successor Trustee. It is the direction of the Trustors that
there shall always be three (3) individual Trustees. To qualify
as a Successor Trustee to an original Trustee an individual must
be both active as an officer in Midwest Solvents Company, Inc.
and be a shareholder thereof. Such Successor Trustee must have
both such qualifications at the time he succeeds as a Successor
Trustee and must fulfill both qualifications to maintain his
Trusteeship as a Successor Trustee. Each Successor Trustee who
resigns, becomes incapacitated or is no longer qualified shall
choose his Successor Trustee who at the time of his succession
and thereafter must meet the two qualifications. A Trustee
whether original or Successor may name his own Successor at any
time and may withdraw the document naming the Successor prior to
the Successor's taking office with or without substituting a new
Successor. In the event an office of one of the Trustees is
vacant and the prior Trustee in such office has not chosen an
individual Successor Trustee then the other two Trustees shall
select the third Trustee who shall be deemed to be a Successor
Trustee hereunder. In the event there is only one Trustee in
office then such sole Trustee shall name two other individuals
who shall each become a Successor Trustee.
3. In the event that there should be no individual
Trustee in office then the majority in interest of the
beneficiaries who would be entitled to distribution of the
principal if the Trust were then terminated shall appoint a bank
as Trustee and the bank shall proceed to terminate the Trust.
4. No bond shall be required of any Trustee.
5. No Trustee shall be entitled to compensation for
serving as a Trustee.
6. The guardian or conservator of the estate of a
beneficiary under legal disability, or either of the parents or
the guardian of the person of a minor beneficiary for whose
estate no guardian has been appointed, may act for the
beneficiary in signing any instrument under this Article.
7. Any successor Trustee hereunder shall have all the
title, powers and discretion of the original Trustee, without
conveyance or transfer.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Trust as of the day and year first above written.
/s/ Cloud L. Cray
________________________
CLOUD L. CRAY, SR.
/s/ Cloud L. Cray, Jr.
________________________
CLOUD L. CRAY, JR.
/s/ Richard B. Cray
________________________
RICHARD B. CRAY
"Trustees"
We certify that we have read the foregoing Agreement and
Declaration of Trust, and that it correctly states the terms and
conditions under which the Trust Estate is to be held, managed
and disposed of by the Trustee. We approve this Agreement and
Declaration of Trust in all particulars, and request the Trustee
to execute it.
Dated as of the 4th day of April, 1975, at Atchison,
Kansas.
/s/ Cloud L. Cray
______________________
CLOUD L. CRAY, SR.
/s/ Cloud L. Cray, Jr.
______________________
CLOUD L. CRAY, JR.
/s/ Richard B. Cray
______________________
RICHARD B. CRAY
"Trustors"
WITNESSES
The above Instrument was executed in our presence by the
Trustee and the Trustors.
/s/ Marvin Goodson
_____________________________
/s/ W. M. Stapleton
_____________________________
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