SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
RESPONSE USA, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.009 PER SHARE
(Title of Class of Securities)
761235506
(CUSIP Number)
JEFFREY QUEEN
770 YAMATO ROAD
SUITE 350
BOCA RATON, FLORIDA
33431
TEL: 800-326-1122
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 11, 2000
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "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>
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CUSIP No. 761235506 13D Page 2 of 33 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
Jeffrey Queen.
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2 Check the Appropriate Box if a Member of a Group (a) [X]
(See Instructions) (b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
See Item 3 below.
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
Not Applicable.
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6 Citizenship or Place of Organization
United States of America.
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Number of 7 Sole Voting Power
Shares 476,035
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8 Shared Voting Power
Beneficially
None.
Owned by
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9 Sole Dispositive Power
Each
476,035
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Reporting 10 Shared Dispositive Power
Person With None.
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,442,106. See Item 5.
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
Approximately 19.5%. See Item 5.
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 761235506 13D Page 3 of 33 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
Andrew Queen.
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2 Check the Appropriate Box if a Member of a Group (a) [X]
(See Instructions) (b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
See Item 3 below.
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
Not Applicable.
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6 Citizenship or Place of Organization
United States of America.
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Number of 7 Sole Voting Power
Shares 483,035
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8 Shared Voting Power
Beneficially
None.
Owned by
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9 Sole Dispositive Power
Each
483,035
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Reporting 10 Shared Dispositive Power
Person With None.
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,442,106. See Item 5.
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
Approximately 19.5%. See Item 5.
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14 Type of Reporting Person (See Instructions)
IN
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<TABLE>
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CUSIP No. 761235506 13D Page 4 of 33 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
Jeffrey Queeen and Andrew Queen Irrevocable Trust U/A January 2, 1998 (the "Trust").
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2 Check the Appropriate Box if a Member of a Group (a) [X]
(See Instructions) (b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
See Item 3 below.
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
Not Applicable.
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6 Citizenship or Place of Organization
The Trust does not have a place of organization.
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Number of 7 Sole Voting Power
Shares 483,036
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8 Shared Voting Power
Beneficially
None.
Owned by
------ -------------------------------------------------------------
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9 Sole Dispositive Power
Each
483,036
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Reporting 10 Shared Dispositive Power
Person With None.
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,442,106. See Item 5.
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
Approximately 19.5%. See Item 5.
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14 Type of Reporting Person (See Instructions)
00
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<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Schedule 13D)" relates to the
Common Stock, par value $0.008 per share (the "Common Stock"), of
Response USA, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 3 Executive
Campus, 2nd Floor South, Cherry Hill, New Jersey 08002.
Item 2. Identity and Background.
This Schedule 13D is being filed by each of Jeffrey Queen, Andrew Queen
and the Trust, as a group. Jeffrey Queen, Andrew Queen and the Trust
are sometimes referred to collectively as the "Reporting Persons" and
individually as a "Reporting Person."
Jeffrey Queen
(a) Jeffrey Queen.
(b) Jeffrey Queen's business address is 777 Yamato Road, Suite
350, Boca Raton, Florida 33431.
(c) Jeffrey Queen's principal employment is President of the
Issuer, whose address is set forth in Item 1 above.
(d)and(e) During the last five (5) years, Jeffrey Queen has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Jeffrey Queen is a citizen of the United States of America.
Andrew Queen
(a) Andrew Queen.
(b) Andrew Queen's business address is 777 Yamato Road, Suite
350, Boca Raton, Florida 33431.
(c) Andrew Queen's principal employment is Chief Operating
Officer of the Issuer, whose address is set forth in Item 1
above.
(d)and(e) During the last five (5) years, Andrew Queen has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Andrew Queen is a citizen of the United States of America.
Trust
(a) Jeffrey Queen and Andrew Queen Irrevocable Trust U/A
January 2, 1998. The Trust does not have a place of
organization.
(b) The Trust's address is 6026 NW 30th Way, Boca Raton,
Florida 33496.
(c) N/A.
(d) and (e) During the last five (5) years, the Trust has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) N/A.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons now hold 214,137 shares of Common Stock, in the
aggregate (of which Jeffrey Queen holds 66,712 shares, Andrew Queen
holds 73,712 shares and the Trust holds 73,713 shares), issued to them
as partial consideration for the sale of Health Watch, Inc., a Florida
corporation (such shares collectively, the "Original Shares"). The
Original Shares were issued to the Reporting Persons pursuant to a
Stock Purchase Agreement, dated as of September 16, 1998, among the
Issuer and each Reporting Person (the "Purchase Agreement"). The
Purchase Agreement has been filed as Exhibit 1 to the Issuer's Form 8-K
filed with the Securities and Exchange Commission on October 6, 1998
and is incorporated by reference in this Schedule 13D, as provided in
Item 7 below.
Pursuant to a Settlement Agreement, dated January 11, 2000, among the
Issuer and each Reporting Person (the "Settlement Agreement"), the
Issuer agreed to issue 1,227,969 shares of Common Stock, in the
aggregate, to the Reporting Persons (such shares, collectively the
"Settlement Shares"). On January 13, 2000, the Issuer issued to each
Reporting Person such Reporting Person's pro rata share of the
Settlement Shares (409,323 shares of Common Stock to each Reporting
Person). The Settlement Agreement has been filed as Exhibit 1 to the
Issuer's Form 8-K filed with the Securities and Exchange Commission on
January 21, 2000 and is incorporated by reference in this Schedule 13D,
as provided in Item 7 below.
The Original Shares and the Settlement Shares are sometimes referred to
collectively as the "Shares."
No loans were incurred to purchase any of the Shares.
Item 4. Purpose of Transaction.
All of the Shares have been acquired for investment and not for the
purpose of acquiring control of the Issuer.
Pursuant to Section 2(b) of the Settlement Agreement, the Reporting
Persons have agreed not to offer, pledge, sell, transfer, assign,
contract to sell, grant any option for the sale of, or otherwise
dispose of, directly, or indirectly (each a "Transfer"), the Settlement
Shares during the period commencing on January 11, 2000 and ending on
the earliest to occur of (the "Standstill Period") (a) January 11,
2002, or (b) a "Standstill Termination Event" (as defined below). The
occurrence of any of the following events constitutes a "Standstill
Termination Event," unless the prior written waiver thereof has been
obtained by the Issuer from Jeffrey Queen and Andrew Queen:
1. Richard M. Brooks shall cease to be and act as Chairman of the Board
of Directors of the Issuer.
2. The Issuer shall enter into any merger, consolidation or other
similar agreement or shall transfer, dispose of all or any
substantial portion of its assets or enter into any agreement with
respect to any of the foregoing, it being understood that this
restriction shall not apply to transfers of receivables and contract
rights to an affiliate of the Issuer as contemplated by the Issuer's
existing financing agreements.
3. The Issuer shall make any material acquisition which shall require
incurring additional material indebtedness of the Issuer, or amend
its Certificate of Incorporation, although the filing of a
certificate of designation with respect to its preferred stock shall
be permitted subject to the restrictions on issuance of capital
stock set forth in clause 5 below.
4. The Issuer shall cease to maintain in good standing its status as an
issuer of securities registered under Section 12 of Securities and
Exchange Act of 1934 and being current in its filings under said
Act.
5. The Issuer shall issue or agree to issue any common stock or options
or warrants or similar rights to acquire common stock, or any other
capital stock of the Issuer other than (w) the issuance of common
stock pursuant to the exercise of stock options presently issued and
outstanding, (x) the issuance of up to 20,000 options per year to
each outside director of the Issuer as previously approved by the
Issuer's stockholders, (y) the issuance at not less than market
value of either common stock options or common stock to Richard M.
Brooks with respect to not more than 350,000 shares of common stock
of the Issuer, in the aggregate since December 15, 1999, or (z) the
issuance of common stock of the Issuer pursuant to the existing
terms of binding contractual obligations previously entered into by
the Issuer which are described in footnote 7 of the quarterly
financial statements included in the Issuer's Form 10QSB for the
quarter ending September 30, 1999 filed with the Securities and
Exchange Commission on November 19, 1999 (and incorporated by
reference in this Schedule 13D, as provided in Item 7 below),
provided, however, that the restriction on the issuance of capital
stock to non-employee, non-affiliate third parties shall not apply
after the payment of the amount due with respect to the June 30,
2000 "Make-Up Date" (as defined in Section 2.6(a) of the Purchase
Agreement) if the Issuer does not deliver any "Make-Up Stock" (as
defined in Section 2.6(a) of the Purchase Agreement) as part of such
payment.
6. The Issuer shall reprice or enter into any agreement to reprice or
amend any material provisions of any stock option or other employee
benefit plan of the Issuer.
7. The Issuer or any of its affiliates shall, directly or indirectly
(i) purchase or agree to purchase any of the Issuer's common stock,
preferred stock or any other securities, or, (ii) during the thirty
(30) day period preceding the delivery of any Make-Up Stock,
encourage or solicit other persons to purchase common stock of the
Issuer, provided that customary press releases, SEC filings and
investor relation activities shall be permitted during such thirty
(30) day period.
8. There shall occur any breach or default on the part of the Issuer
under any material representation, warranty or agreement made by the
Issuer in the Settlement Agreement, provided, however, that if such
breach or default can be cured, the same shall continue uncured for
thirty (30) days following receipt of written notice of such breach
or default.
Pursuant to Section 2.6(b) of the Settlement Agreement, the Reporting
Persons have agreed not to Transfer the Original Shares until the
earliest to occur of (a) July 10, 2000, or (b) a Standstill
Termination Event, however, if the payment due with respect to the June
30, 2000 Make-Up Date (which payment is due on July 10, 2000 (the "July
Payment")) is paid in cash then the Reporting Persons will not Transfer
the Original Shares until termination of the Standstill Period.
Section 2.6(b) of the Purchase Agreement provides that the Reporting
Persons have the right to designate one member of the Issuer's board of
directors, which right has not currently been exercised by the
Reporting Persons but, as provided in Section 2(c) of the Settlement
Agreement, is available for exercise. Pursuant to Section 2(c) of the
Settlement Agreement, the Issuer and each Reporting Person have agreed
that the number of directors of the Issuer's board of directors shall
not exceed five (one of whom shall be Richard M. Brooks) during the
period commencing on January 11, 2000 until receipt of the July
Payment. Section 2(c) of the Settlement Agreement further provides that
if any Make-Up Stock is issued to the Reporting Persons with respect to
the July Payment, the Reporting Persons will have the right to
designate a total of three members of the Issuer's board of directors;
provided that the number of members of such board following such
designation shall then consist of not more than seven members (one of
whom shall be Richard M. Brooks) until termination of the Standstill
Period.
The Purchase Agreement and the Settlement Agreement provide for the
possibility of additional shares of Make-Up Stock to be issued to the
Reporting Persons under certain conditions. Make-Up Stock is Common
Stock of the Issuer that may be issued by the Issuer to the Reporting
Persons, in lieu of cash, upon the occurrence of certain events.
Although none of the Reporting Persons has formulated any definitive
plans, a Reporting Person may from time to time acquire, or dispose of,
shares of Common Stock and/or other securities of the Issuer if and
when such Reporting Person deems it appropriate. Any decision of a
Reporting Person either to purchase additional shares of Common Stock
or to dispose of any shares of Common Stock may take into account
various factors, including general economic conditions, stock market
conditions and developments concerning the Issuer. A Reporting Person
may also formulate other purposes, plans or proposals relating to the
securities of the Issuer to the extent deemed advisable in light of
market conditions and other factors it deems relevant.
Except as indicated above or elsewhere herein, no Reporting Person has
any present plans or proposals (although it reserves the right to
develop such plans or proposals in the future) which relate to or would
result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Each Reporting Person is the beneficial owner of 1,442,106
shares of Common Stock, representing approximately 19.5% of
the outstanding shares of Common Stock, based on 6,170,701
shares of Common Stock outstanding as of January 10, 2000
plus the Settlement Shares issued on January 13, 2000.
(b) Jeffrey Queen has the sole power to vote and direct the
vote, and the sole power to dispose and direct the
disposition of, 476,035 shares of Common Stock (the "Jeffrey
Queen Shares"). Andrew Queen has the sole power to vote and
direct the vote, and the sole power to dispose and direct
the disposition of, 483,035 shares of Common Stock (the
"Andrew Queen Shares"). The Trust has the sole power to vote
and direct the vote, and the sole power to dispose and
direct the disposition of, 483,036 shares of Common Stock
(the "Trust Shares"). Lorence Queen and Linda Queen are the
only trustees under the Jeffrey Queen and Andrew Queen
Irrevocable Trust Agreement, dated January 2, 1998 (the
"Trust Agreement") (in such capacity, each a "Trustee"). The
Trust Agreement provides that either Trustee may, if such
Trustee so desires, act alone as Trustee in exercising any
or all of the administrative powers set forth in such
Agreement. Except as provided in the immediately preceding
sentence, no Reporting Person shares the power to vote or
direct the vote, or shares the power to dispose or direct
the disposition of, any shares of Common Stock.
(c)
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Seller Date of Sale Number of Shares Price Type of
of Common Stock Per Transaction
Sold Share
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Jeffrey Queen 12/3/99 3,500 $15/16 Open market
transaction through
a broker.
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- --------------- --------------- -------------------- ------------- ----------------------
Jeffrey Queen 12/8/99 3,500 $31/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Jeffrey Queen 12/13/99 3,500 $1.00 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Jeffrey Queen 12/28/99 3,500 $13/16 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Jeffrey Queen 12/31/99 3,500 $1.00 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Jeffrey Queen 1/5/00 3,500 $1.00 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Jeffrey Queen 1/10/00 3,500 $1 1/16 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Andrew Queen 12/6/99 3,500 $29/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Andrew Queen 12/9/99 3,500 $27/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Andrew Queen 12/14/99 3,500 $1.00 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Andrew Queen 12/29/99 3,500 $1 3/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Andrew Queen 1/3/00 3,500 $1.00 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Andrew Queen 1/6/00 500 $1 5/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
Andrew Queen 1/6/00 3,000 $1 1/8 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
The Trust 12/7/99 3,500 $29/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
The Trust 12/10/99 3,500 $27/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
The Trust 12/15/99 3,500 $31/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
The Trust 12/30/99 3,500 $1 1/8 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
The Trust 1/4/00 900 $1 1/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
The Trust 1/4/00 2,600 $1.00 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
- --------------- --------------- -------------------- ------------- ----------------------
The Trust 1/7/00 3,500 $1 1/32 Open market
transaction through
a broker.
- --------------- --------------- -------------------- ------------- ----------------------
</TABLE>
Except as described in this clause (c), no transactions in
the Common Stock were effected by any Reporting Person in
the sixty day period preceding the date of this filing.
(d) Jeffrey Queen has the sole right to receive and the sole
power to direct the receipt of dividends from, or the
proceeds from the sale of, the Jeffrey Queen Shares. Andrew
Queen has the sole right to receive and the sole power to
direct the receipt of dividends from, or the proceeds from
the sale of, the Andrew Queen Shares. The Trust has the sole
right to receive and the sole power to direct the receipt of
dividends from, or the proceeds from the sale of, the Trust
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Trust Agreement provides that either Trustee may, if such Trustee
so desires, act alone as Trustee in exercising any or all of the
administrative powers set forth in such Agreement.
See also Item 4 above.
Item 7. Material to be Filed as Exhibits.
Exhibit I: Joint Filing Agreement and Power of Attorney, dated January
20, 2000, among the Reporting Persons.
Exhibit II: Stock Purchase Agreement, dated as of September 16, 1998,
among the Issuer and each Reporting Person (incorporated by reference
to Exhibit 1 to the Issuer's Form 8-K filed with the Securities and
Exchange Commission on October 6, 1998).
Exhibit III: The Issuer's Form 10QSB for the quarter ending September
30, 1999 filed with the Securities and Exchange Commission on November
19, 1999 and incorporated by reference in this Schedule 13D.
Exhibit IV: Settlement Agreement, dated as of January 11, 2000, among
the Issuer and each Reporting Person (incorporated by reference to
Exhibit 1 to the Issuer's Form 8-K filed with the Securities and
Exchange Commission on January 21, 2000).
Exhibit V: The Jeffrey Queen and Andrew Queen Irrevocable Trust
Agreement, dated as of January 2, 1998.
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.
January 20, 2000
(Date)
/s/ Jeffrey Queen
-----------------------------------
Jeffrey Queen
-----------------------------------
(Name)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<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.
January 20, 2000
(Date)
/s/ Andrew Queen
-----------------------------------
(Signature)
Andrew Queen
-----------------------------------
(Name)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<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.
JEFFREY QUEEN AND ANDREW QUEEN
IRREVOCABLE TRUST U/A
JANUARY 2, 1998
January 20, 2000
(Date)
/s/ Lorence Queen
-----------------------------------
(Signature)
Lorence Queen, as Trustee
-----------------------------------
(Name)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<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.
JEFFREY QUEEN AND ANDREW QUEEN
IRREVOCABLE TRUST U/A
JANUARY 2, 1998
January 20, 2000
(Date)
/s/ Linda Queen
-----------------------------------
(Signature)
Linda Queen, as Trustee
-----------------------------------
(Name)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
Exhibit I
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned parties hereby agree that the Schedule 13D to
which this Joint Filing Agreement and Power of Attorney is being filed as an
Exhibit shall be a joint statement filed on behalf of each of the undersigned
with the Securities and Exchange Commission. The undersigned hereby agree that
this Joint Filing Agreement and Power of Attorney may be filed as an Exhibit to
such Schedule 13D. Each of the undersigned hereby appoints Jeffrey Queen and
Andrew Queen, or either of them, as his/her/its true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, in any and all capacities, to sign any or all amendments to such
Schedule 13D and to file the same with the Securities and Exchange Commission,
in each case for and in the name of the undersigned, in any and all capacities,
and each of the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done. This Joint Filing Agreement and Power of Attorney may be executed in any
number of counterparts all of which taken together shall constitute one and the
same instrument.
January 20, 2000
-----------------------------------
(Date)
/s/ Jeffrey Queen
-----------------------------------
(Signature)
Jeffrey Queen
-----------------------------------
(Name)
January 20, 2000
-----------------------------------
(Date)
/s/ Andrew Queen
-----------------------------------
(Signature)
Andrew Queen
-----------------------------------
(Name)
JEFFREY QUEEN AND ANDREW QUEEN
IRREVOCABLE TRUST U/A
JANUARY 2, 1998
January 20, 2000
-----------------------------------
(Date)
/s/ Lorence Queen
-----------------------------------
(Signature)
Lorence Queen, as Trustee
-----------------------------------
(Name)
JEFFREY QUEEN AND ANDREW QUEEN
IRREVOCABLE TRUST
U/A JANUARY 2, 1998
January 20, 2000
-----------------------------------
(Date)
/s/ Linda Queen
-----------------------------------
(Signature)
Linda Queen, as Trustee
-----------------------------------
(Name)
<PAGE>
Exhibit V
JEFFREY QUEEN
and
ANDREW QUEEN
IRREVOCABLE TRUST
EIN: 65-6277084
THIS AGREEMENT OF TRUST (hereinafter This Agreement) is made by and between
JEFFREY QUEEN and ANDREW QUEEN, residents of the County of Palm Beach, State of
Florida, hereinafter jointly referred to as "Settlor", and LORENCE QUEEN and
LINDA QUEEN, hereinafter jointly referred to as "Trustee", for the benefit of
those persons designated in This Agreement. The principal Trust created
forthwith by This Agreement, as distinguished from possible future Separate
Trusts, will be referred to hereinafter as This Trust.
ARTICLE I
SUCCESSION OF TRUSTEES
Section 1. LORENCE QUEEN and LINDA QUEEN shall be the initial Co-Trustees
of This Trust, and of all other Trusts created hereunder. Either LORENCE QUEEN
or LINDA QUEEN may, if they so desire, act alone as Trustee in exercising any or
all of the administrative powers set forth hereunder.
Section 2. Each child and each grandchild of a Settlor, upon attaining the
age of thirty (30) years, shall have the right to elect in writing to act as
sole Trustee of any Separate Trust established in his or her own name.
Section 3. When the term Trustee is used without other words of
description, it shall refer to any Trustee or to all Trustees acting at the time
the term is applied.
ARTICLE II
FUNDING
Property which is acceptable to the Trustee may be transferred to the
Trustee of This Trust by the Settlor or by others. Such transfers may be
accomplished at any time by any instrument, including a last Will, revocable
Living Trust or other like document.
ARTICLE III
IRREVOCABILITY
This Agreement is irrevocable and may not be amended. The Settlor, under no
circumstances, shall be entitled to exercise any control, in any manner, over
This Agreement or any Trust created hereunder.
ARTICLE IV
BENEFICIARIES
Section 1 The beneficiaries of This Trust for purposes of the distribution,
withdrawal and remainder provisions hereinafter set forth are JASON QUEEN and
JARED QUEEN, the living children of JEFFREY QUEEN. At the date of execution
hereof there are no living children of ANDREW QUEEN. However, any child born to
or legally adopted by either JEFFREY QUEEN or ANDREW QUEEN, subsequent to the
date of This Agreement, shall also be deemed a beneficiary for purposes of the
distribution, withdrawal and remainder provisions. In addition, any child born
to or legally adopted by any child of JEFFREY QUEEN or ANDREW QUEEN (a
grandchild of a Settlor), subsequent to the date of This Agreement, shall also
be deemed a beneficiary for purposes of the distribution, withdrawal and
remainder provisions. The rights of any such beneficiary who shall have
predeceased either Settlor shall pass to the descendants of the deceased
beneficiary pursuant to Articles V and VI hereof.
Section 2 The Settlor has herein, pursuant to Articles V and VI, conferred
upon LORENCE QUEEN and LINDA QUEEN, only certain limited lifetime rights in this
Trust.
ARTICLE V
IMMEDIATE RIGHTS OF WITHDRAWAL
Following each contribution to This Trust, for which contribution the
contributor availed himself or herself of the Gift Tax exclusion available to
the contributor pursuant to Section 2503(b) of the Code, then, notwithstanding
any other provision of This Agreement, each beneficiary for whom a contribution
is designated shall have the absolute right, at all times during the one (1)
month period commencing on the date of receipt of written notice to said
beneficiary of the contribution, to withdraw from the contribution thus made to
This Trust for said beneficiary, in cash or royalty, as determined by the
Trustee, an amount (hereinafter the "Contribution Withdrawal Amount") equal to
the lesser of: the beneficiary's pro rata share of the entire contribution to
the Trust; or a portion of the contribution having a fair market value equal to
the amount specified for the gift tax exclusion in Section 2503(b) of the Code.
Said rights of withdrawal shall be subject to the following terms and
conditions:
(a) If the Contribution Withdrawal Amount exceeds the amount provided
for under Section 2514(e) of the Code, then, such beneficiary shall continue to
have the right to withdraw the amount of such excess (hereinafter the
Accumulation Withdrawal Amount). The Accumulation Withdrawal Amount may increase
in any subsequent year during which a contribution to This Trust is made or it
may decrease pursuant to the provisions of the following sub-section (b).
(b) The power to withdraw the Accumulation Withdrawal Amount in any
succeeding calendar year shall lapse to the extent that the amount provided for
under Section 2514(e) of the Code exceeds the Contribution Withdrawal Amount in
such year. If no contribution is made to the Trust during such year, the power
to withdraw the Accumulation Withdrawal Amount shall lapse on December 1 to the
extent of the amount set forth in Section 2514(e) of the Code on December 1 of
such year.
(c) Each such right of withdrawal shall be exercised only by a written
instrument, executed by the beneficiary possessing such right, delivered to the
Trustee during the one (1) month period commencing on the date of receipt of
written notice by said beneficiary of the contribution to This Trust. If, in the
opinion of the Trustee, a beneficiary is under a disability of any nature, the
Trustee, in the exercise of its discretion, may require that the right of
withdrawal be exercised by written instrument executed by the guardian of the
beneficiary. However, in no event shall the Settlor exercise such right of
withdrawal on behalf of any beneficiary.
(d) In the event that the death of any beneficiary occurs prior to the
termination of this Trust, then, the amount of property represented by the
Accumulation Withdrawal Amount of said beneficiary (and credited to said
beneficiary's account) shall be paid as said beneficiary may appoint by said
beneficiary's Last Will and Testament. In default of the exercise of such
general power of appointment, said property shall remain within This Trust as a
part of the corpus hereof.
ARTICLE VI
TRUST DISTRIBUTIONS
Section 1 During the entire lifetime of LORENCE QUEEN and LINDA QUEEN, the
Trustee shall distribute so much of the income and/or principal of the Trust to
or for the benefit of LORENCE QUEEN and LINDA QUEEN and the beneficiaries
pursuant to Section 1 of Article IV, as the Trustee in the Trustee's sole and
absolute discretion may determine, limited to such beneficiaries' health,
support, maintenance and education. In no event shall any distribution from this
Trust in any way be deemed to discharge a support obligation which may be
required of a Trustee to any beneficiary hereunder. Any undistributed income
shall be periodically added to principal. Distributions from the Trust shall be
made first from current income, then from income previously earned but
undistributed, and then from principal.
(b) In any calendar year, LORENCE QUEEN may, by written request to the
Trustee, withdraw from the principal of the Trust amounts up to Five Thousand
($5,000.00) Dollars in the aggregate. In addition, by making a written request
to the Trustee during any particular calendar year, LORENCE QUEEN may withdraw
the amount by which five (5%) percent of the fair market value of the Trust
principal as of the last day of such year exceeds the amount withdrawn during
the entire year, and the Trustee shall make such distribution within a
reasonable time after the close of the year. The right of withdrawal given to
LORENCE QUEEN in this subsection shall be non-cumulative and may not be
exercised by any other person for LORENCE QUEEN.
(c) In any calendar year, LINDA QUEEN may, by written request to the
Trustee, withdraw from the principal of the Trust amounts up to Five Thousand
($5,000.00) Dollars in the aggregate. In addition, by making a written request
to the Trustee during any particular calendar year, LINDA QUEEN may withdraw the
amount by which five (5%) percent of the fair market value of the Trust
principal as of the last day of such year exceeds the amount withdrawn during
the entire year, and the Trustee shall make such distribution within a
reasonable time after the close of the year. The right of withdrawal given to
LINDA QUEEN in this subsection shall be non-cumulative and may not be exercised
by any other person for LINDA QUEEN.
(d) After the death of the last to die of LORENCE QUEEN and LINDA
QUEEN, the Trustee shall pay over the Trust corpus, as the survivor of LORENCE
QUEEN and LINDA QUEEN shall have appointed in writing. The right to make
appointment hereunder shall include the ability to appoint income and/or corpus
and to direct the timing of distributions and the right to select Trustees as
may be appropriate. The power of appointment granted hereunder shall be a
Special, rather than a General, power of appointment, as the survivor of LORENCE
QUEEN and LINDA QUEEN shall not appoint the property to himself or herself, his
or her estate, his or her creditors or the creditors of his or her estate.
(e) Upon the death of the survivor of LORENCE QUEEN and LINDA QUEEN,
and if the survivor of them has failed to exercise the Special power of
appointment afforded the survivor of them, or insofar as such appointment shall
be void or shall not take effect, the Trustee shall divide the remaining Trust
estate into separate, not necessarily equal shares, per stirpes, one share for
each living child of JEFFREY QUEEN or ANDREW QUEEN, and one share for each
deceased child of JEFFREY QUEEN or ANDREW QUEEN with then living issue. Each
share established for a living child of JEFFREY QUEEN or ANDREW QUEEN shall
constitute a Separate Trust to be held, administered and distributed as
hereinafter set forth in Section 2 of this Article. The share of any deceased
child of JEFFREY QUEEN or ANDREW QUEEN with then living issue shall be further
divided into sub-portions, by allocation, per stirpes, among the then surviving
issue of said deceased child (whom said issue represent) said deceased child to
be the stock. Each sub-portion shall constitute a Separate Trust to be held,
administered and distributed as hereinafter set forth in Section 3 of this
Article. To facilitate identification, Trustee shall designate each share and
sub-portion with the name of the beneficiary for whom it was set aside.
Section 2 Each Separate Trust established hereunder shall be held,
administered and distributed as hereinafter set forth:
(a) During the lifetime of the beneficiary in whose name the Separate
Trust is established, the Trustee shall distribute to or for the benefit of the
beneficiary in whose name the Trust is established and his or her then living
issue, so much of the income and/or principal of the Separate Trust as the
Trustee, in its sole and absolute discretion may determine for such
beneficiaries' health, support, maintenance and education. In no event however
shall any distribution from this Trust in any way be deemed to discharge a
support obligation which may be required of a Trustee to any beneficiary
hereunder. Any undistributed income shall be periodically added to principal.
Distributions from this Separate Trust shall be made first from current income,
then from income previously earned but undistributed, and then from principal.
(b) In any calendar year, the beneficiary in whose name the Separate
Trust is established may, by written request to the Trustee, withdraw from the
principal of the Trust amounts up to Five Thousand ($5,000.00) Dollars in the
aggregate. In addition, by making a written request to the Trustee during any
particular calendar year, the beneficiary may withdraw the amount by which five
(5%) percent of the fair market value of the Trust principal as of the last day
of such year exceeds the amount withdrawn during the entire year, and the
Trustee shall make such distribution within a reasonable time after the close of
the year. The right of withdrawal given to the beneficiary in this subsection
shall be non-cumulative and may not be exercised by any other person for said
beneficiary.
(c) Upon the death of the beneficiary in whose name the Separate Trust
is established, the Trustee shall pay over the Separate Trust corpus, as said
deceased beneficiary may so direct in writing. Such a writing may include, but
not be limited to, the said beneficiary's Last Will and Testament. The power of
appointment granted hereunder shall be a Special, rather than a General, power
of appointment, as the deceased beneficiary shall not appoint the property to
himself or herself, his or her estate, his or her creditors or the creditors of
his or her estate.
(d) In default of the exercise of such Special power of appointment by
a deceased beneficiary, or insofar as such appointment shall be void or shall
not take effect, then, the Separate Trust established for such deceased
beneficiary shall terminate and the then remaining Separate Trust corpus,
including any accrued but undistributed income shall be further divided into
sub-portions, by allocation, per stirpes, among the then surviving issue of said
deceased beneficiary (whom said issue represent) said deceased beneficiary to be
the stock. Each sub-portion shall constitute a Separate Trust to be held,
administered and distributed as hereinafter set forth in Section 3 of this
Article. To facilitate identification, Trustee shall designate each sub-portion
with the name of the beneficiary for whom it was set aside.
Section 3 Each Separate Trust established hereunder shall be held,
administered and distributed as follows:
(a) Until the beneficiary in whose name the Separate Trust is
established attains the age of forty (40) years, the Trustee shall distribute to
or for the benefit of the beneficiary in whose name the Trust is established and
his or her then living issue, so much of the income and/or principal of the
Separate Trust as the Trustee, in its sole and absolute discretion may determine
for such beneficiaries' health, support, maintenance and education. In no event
however shall any distribution from this Trust in any way be deemed to discharge
a support obligation which may be required of a Trustee to any beneficiary
hereunder. Any undistributed income shall be made first from current income,
then from income previously earned but undistributed, and then from principal.
(b) In any calendar year, the beneficiary in whose name the Separate
Trust is established may, by written request to the Trustee, withdraw from the
principal of the Trust amounts up to Five Thousand ($5,000.00) Dollars in the
aggregate. In addition, by making a written request to the Trustee during any
particular calendar year, the beneficiary may withdraw the amount by which five
(5%) percent of the fair market value of the Trust principal as of the last day
of such year exceeds the amount withdrawn during the entire year, and the
Trustee shall make such distribution within a reasonable time after the close of
the year. The right of withdrawal given to the beneficiary in this subsection
shall be non-cumulative and may not be exercised by any other person for said
beneficiary.
(c) As and when the beneficiary in whose name the Separate Trust is
established attains the age of forty (40) years, the Trustee shall distribute to
such beneficiary the entire remaining Separate Trust corpus.
(d) In the event the beneficiary in whose name the Separate Trust is
established dies before receiving complete distribute hereunder, the Trustee
shall pay over the Separate Trust corpus, as said beneficiary may so direct in
writing. Such a writing may include, but not be limited to, the said
beneficiary's Last Will and Testament. The power of appointment granted
hereunder shall be a General, rather than a Special, power of appointment.
(f) In default of the exercise of such General power of appointment by
the beneficiary, or insofar as such appointment shall be void or shall not take
effect, then upon the death of a beneficiary of a Separate Trust, the then
remaining Separate Trust corpus shall be further divided into sub-portions, by
allocation, per stirpes, among the then surviving issue of said deceased
beneficiary (whom said issue represent) said deceased beneficiary to be the
stock. Each sub-portion shall constitute a Separate Trust to be held,
administered and distributed as herein set forth in this Section 3; otherwise
the remaining Trust corpus shall be paid over to the beneficiary's parents' then
living issue, per stirpes; provided, that if any such distributee is the
original beneficiary of a Separate Trust hereinabove created and said Trust has
not been completely distributed, the amount to be distributed shall be added to
said Separate Trust. To facilitate identification, Trustee shall designate each
sub-portion with the name of the beneficiary for whom it was set aside.
Section 4. If all of the beneficiaries of any Trust administered under This
Agreement die and none of the persons entitled to receive distribution of the
Trust estate are then living, the Trust shall immediately terminate and the
remaining Trust estate shall be divided into two (2) separate equal shares. One
share shall be distributed to the persons who would be entitled to receive
JEFFREY QUEEN'S property and the other share shall be distributed to the persons
who would be entitled to receive ANDREW QUEEN'S property, such persons taking in
the proportions provided by the laws of the State of last residence of each
deceased Settlor as if JEFFREY QUEEN and ANDREW QUEEN had both died at that time
intestate, each surviving the other.
ARTICLE VII
PROCEDURES FOR RESIGNATION OF TRUSTEES, REMOVAL OF
TRUSTEES AND APPOINTMENT OF SUCCESSOR TRUSTEES
Section 1 Any Trustee shall have the right at any time to resign by mailing
written notice to the beneficiaries designated in Article IV, or to their
guardian(s). A resignation shall take effect sixty (60) days after the date of
such notice. The resigning Trustee shall deliver to each beneficiary or guardian
a statement of all receipts and disbursements of the Trust made by it and an
inventory of Trust assets then held by it.
Section 2 At any time when a Trustee ceases to act, the beneficiaries
designated in Article IV, upon the vote of a majority of said beneficiaries or
their guardian(s), shall appoint a successor Trustee pursuant to the provisions
of Section 3 of this Article VII, as if said Trustee had been removed.
Section 3 The beneficiaries designated in Article IV or their guardian(s),
upon the vote of a majority, shall have the right ONLY UPON A SHOWING OF
JUSTIFIABLE CAUSE to remove any Trustee and select a Successor Trustee which
shall be a knowledgeable individual commonly engaged in trust management or
administration, who is an Independent Trustee as defined by the Internal Revenue
Code, or a banking association or a corporate Trustee, under the following terms
and conditions:
(a) Any successor banking association or corporate Trustee shall be an
institution or be the wholly owned subsidiary or affiliate of an institution
having assets of not less than Fifty Million ($50,000,000.00) Dollars and
capital of not less than Ten Million ($10,000,000.00) Dollars.
(b) The removal of the Trustee shall be made effective twenty (20)
days after a letter has been sent to the Trustee removing the Trustee and
informing the Trustee of the identity of the selected Successor Trustee.
(c) The Trustee, upon the effective date of its removal, shall deliver
to the Successor Trustee and to each such beneficiary of the Trust a statement
of all receipts and disbursements of the Trust together with an inventory of the
assets belonging to the Trust.
(d) The Successor Trustee shall deliver its receipt for the assets of
the Trust to the removed Trustee. Upon that event, the removed Trustee shall be
discharged of all its duties and obligations.
Section 4 If, for any reason, a Successor Trustee is needed but is not
appointed by the effective date of a Trustee's resignation, the resigning
Trustee may select and appoint its successor or, at the expense of the Trust,
may seek the appointment of a successor by a court of competent jurisdiction.
Section 5 Whenever a Trustee ceases to act, the Successor Trustee shall
have all of the titles, powers, rights, discretions, obligations and immunities
of its predecessor Trustee.
Section 6 Whenever the provisions of this Article VII authorize the
appointment or selection of a Successor Trustee upon the resignation or removal
of any then serving Trustee, if a Successor Trustee is provided for pursuant to
Article I hereof, then the terms of Article I shall govern notwithstanding any
term or provision contained in this Article VII.
ARTICLE VIII
TRUSTEE'S POWERS, RIGHTS AND DUTIES
Section 1 It is Settlor's intention that the Trustee's powers to conserve,
protect, manage and invest property of This Trust shall be the same as Settlor
possesses in the management of Settlor's own affairs, notwithstanding the
provisions of any judicial decision or statute now in existence or later issued
or enacted pertaining to powers which may be properly exercised by fiduciaries.
In the event there shall be more than two (2) Trustees acting at any time, then
any and all acts of the Trustee shall be effective only upon a majority vote of
the Trustees then acting.
Section 2 Without limiting the broad scope of the powers intended by this
Article VIII, Settlor grants the Trustee the following specific powers, which in
its discretion, the Trustee may exercise or not:
(a) FAMILY BANK PROVISIONS: To loan any portion of the corpus
hereunder, to any beneficiary hereunder, or to any other person or entity, as
the Trustee, in its discretion, shall deem wise and prudent; provided the
provisions of such loan call for adequate security and require the payment of
interest at a sufficient rate.
(b) IN CONNECTION WITH REAL PROPERTY:
(1) To buy or sell real property upon such terms and conditions
as the Trustee may deem advisable.
(2) Notwithstanding any other provision of This Agreement or any
statute or judicial decision to the contrary, Trustee shall pay, first
from income and then from principal, all costs necessary to maintain
any real property held as a part of any Trust hereunder. Such costs
shall include, but not be limited to, maintenance and upkeep of every
kind and nature, any and all taxes which may be imposed, and insurance
in an amount sufficient to fully and adequately rebuild any real
property held within the Trust which may be damaged due to fire or
other like disaster.
(3) To make ordinary or extraordinary repairs or alterations to
buildings or other structures, demolish any improvements, or erect new
buildings or party walls.
(4) To subdivide and develop land, or dedicate land to public
use; to make or obtain or vacate plats and adjust boundaries; to
adjust differences in valuation on exchange or partition by giving or
receiving consideration; to dedicate easements to public use without
consideration.
(5) To enter, for any purpose, into a lease as lessor or lessee
with or without option to purchase or renew for a term within or
beyond the term of This Trust.
(6) With respect to oil, gas, and mineral interests, to drill,
test, explore, mine, develop, and otherwise exploit the interests; to
pay from principal or income all delay rentals, lease bonuses,
royalties, overriding royalties, taxes, assessments, and other
charges; to surrender or abandon an interest; to enter into farm out
pooling, unitization, or dry hole contribution agreements; and to
produce, process, sell or exchange the production from the interest in
such manner and to such extent as the Trustee, in its discretion,
deems advisable.
(7) To execute and deliver a deed of conveyance for cash payment
of all sums remaining due on the land involved or for a purchaser's
note for the sum remaining due secured by a mortgage or deed of Trust
on the land.
(8) To deliver a deed in escrow with directions that the
proceeds, when paid in accordance with the Escrow Agreement, be paid
to the Trustee.
(c) To collect, hold and retain assets received from Settlor until, in
the judgment of the Trustee, disposition of the assets should be made, which
assets may be retained even though they include an asset in which the Trustee is
personally interested; and to receive additions to the assets of This Trust
which are acceptable to the Trustee.
(d) To sell any Trust Asset, including business stock, upon such terms
and conditions as the Trustee may deem advisable; to acquire an undivided
interest in a Trust asset in which the Trustee, in any individual as well as any
Trust capacity, holds an undivided interest; to invest and reinvest Trust
assets; to deposit Trust funds in a bank or Trust company, including a bank or
Trust company operated by the Trustee and including any common Trust fund of any
such depository bank or Trust company; to vote a security, in person or by
general or limited proxy, including the power to retain in Trust and vote a
security issued by a bank or financial institution; to pay calls, assessments,
and any other sums chargeable to or accruing against or on account of
securities; to sell or exercise stock subscription or conversion rights; or to
consent, directly or through a committee or other agent, to the reorganization,
consolidation, merger, dissolution, or liquidation of a corporation or other
business enterprise.
(e) To hold real property or a security in the name of a nominee or in
other form without disclosure of This Trust, so that the title to the real
property or security may pass by delivery, the Trustee being liable for any act
of the nominee in connection with the land or security so held.
(f) To insure the assets of This Trust against damage or loss and the
Trustee against liability with respect to third persons.
(g) To borrow money to be repaid from the Trust assets or otherwise;
and to advance money for the protection of This Trust and for expenses, losses,
or liabilities sustained in the administration of This Trust or because of the
holding or ownership of any Trust assets, for which advances and any interest
thereon the Trustee shall have a lien on the Trust assets as against the
beneficiary.
(h) To pay or contest a claim; to settle a claim by or against This
Trust or the Trust assets by compromise, arbitration, or otherwise; and to
release, in whole or in part, a claim belonging to This Trust to the extent that
the claim is uncollectible in the opinion of the Trustee.
(i) To buy, sell, trade and deal in, stocks, bonds and securities of
every nature, including puts, calls, straddles and other options, covered and
uncovered, and commodities and contracts for the future delivery of commodities
on margin or otherwise; and to pledge any and all Trust assets for the future
delivery of such items.
(j) To employ and pay persons (including attorneys, auditors,
investment advisors, even if they are associated with the Trustee) to advise or
assist the Trustee in the performance of its administrative duties; to act
without independent investigation upon their recommendations; and, instead of
acting personally, to employ an agent to perform any act of administration,
whether or not discretionary.
(k) To prosecute or defend actions, claims, or proceedings for the
protection of Trust assets and of the Trustee in the performance of the
Trustee's duties.
(l) In performing enforceable contracts made by the Settlor of This
Trust, among other possible choices of action, to effect a fair and reasonable
compromise with a debtor or obligor, or to extend, renew, or in any manner
modify the terms of an obligation owing to This Trust. If the Trustee, in such
capacity, holds a mortgage, pledge, or other lien upon property of another
person, in lieu of foreclosure, to accept the conveyance or transfer of
encumbered assets from the owner thereof in satisfaction of the indebtedness so
secured.
(m) To abandon property when, in the opinion of the Trustee, it is
valueless or is so encumbered or is in such condition that it is not of benefit
to This Trust.
(n) To pay taxes, assessments, compensation of the Trustee, and other
expenses incurred in the collection, care, administration, or protection of This
Trust.
(o) To make distributions, divisions and allocations of property in
cash or in kind, or partly in each, and to resolve doubtful questions as to the
value of property for such purposes; provided that whenever the provisions of
This Agreement direct the division of the Trust estate into Separate Trusts, it
shall not be necessary for the Trustee actually or physically to divide the
Trust estate into as many parts as there may be Separate Trusts, but an
undivided part of the entire Trust estate (or any lesser portion thereof) may be
deemed, and shall be duly evidenced by appropriate book entries, to have been
allocated to each such Separate Trust.
(p) To determine the identity of all persons having a vested or
non-vested beneficial interest in This Trust, with or without legal proceedings.
(q) To make determinations as to the allocation of receipts and the
apportionment of expenditures between income and principal, with the Trustee not
being required to follow any provision of law regarding such determinations.
(r) To pay any sum distributable to a beneficiary under legal
disability, without liability to the Trustee, by paying the sum to the
beneficiary, or by expending the sum for the use of the beneficiary or by paying
the sum to a guardian or if none, to a relative, for the use of the beneficiary.
(s) To purchase any property belonging to the estates of either
Settlor or property belonging to any revocable Trust established by either
Settlor; to borrow from or lend to the Personal Representatives of either
Settlor such amounts as the Trustee may deem necessary to protect and conserve
the assets of either Settlor's estate and the assets of This Trust upon such
terms and conditions, whether secured or unsecured, as the Trustee may deem
proper.
(t) To purchase policies of life insurance insuring the life of either
Settlor, or any beneficiary hereunder, either individually or collectively. In
this connection, the following provisions shall apply: the Trustee shall not be
obligated to pay any charges with respect to any life insurance policies held as
assets of This Trust. Upon notice at any time during the continuance of This
Trust that the premiums due upon such policies are in default, or that premiums
to become due will not be paid by either Settlor or by any other person, the
Trustee may apply any cash values attributable to such policy to the purchase of
paid-up insurance or of extended insurance, or the Trustee shall borrow upon
such policies to effect the payment of premiums due thereon. If the Settlor or
any other insured becomes totally and permanently disabled within the meaning of
such insurance policies containing a waiver of premium clause, the Trustee, upon
the receipt of such knowledge, shall promptly notify the insurance company which
has issued such policies and shall take any and all steps necessary to make such
waiver of premium provisions effective. The Trustee shall be under no duty or
obligation to invest and/or keep invested any cash of nominal amount that was
initially deposited. Notwithstanding the foregoing, however, prior to making
payment for any insurance premiums from the income of This Trust, the Trustee
shall obtain the written consent of all beneficiaries.
(u) At either Settlor's death, to purchase any property forming a part
of the probate estate of such Settlor.
Section 3 Notwithstanding anything to the contrary in This Agreement, the
acting Trust, at any time, shall have the right to appoint or discharge any
individual or firm as Investment Advisor under the following terms and
conditions:
(a) The Trustee, in its discretion, may accept or decline the
Investment Advisor's directions for the purchase, sale, investment, and
reinvestment of Trust assets. Any directions given to the Trustee by the
Investment Advisor may be in writing, at the Trustee's discretion.
(b) The Trustee shall not be liable or responsible to any person
interested in This Agreement for any losses to the Trust estate by reason of
purchases, sales, investments or reinvestments of any assets of the Trust estate
by the Trustee pursuant to directions given by such Investment Advisor.
(c) At any time, the Trustee may discharge an Investment Advisor.
(d) If an Investment Advisor is discharged and a substitute Investment
Advisor is not appointed by the Trustee within ten (10) days after written
notice of the discharge of the Investment Advisor, the Trustee thereupon again
shall assume all the duties and responsibilities with respect to the purchase,
sale, investment, and reinvestment of the Trust assets previously granted to the
Trustee under the provisions of Sections 1 and 2 of this Article VIII.
Section 4 In no event shall any distribution from any Trust hereunder be
deemed to discharge a support obligation, which obligation may be owed by any
Trustee to any beneficiary.
Section 5 No powers enumerated herein or accorded to the Trustee generally
pursuant to law shall be construed to enable either Settlor or the Trustee to
purchase, exchange, or otherwise deal with or dispose of the principal or income
of This Trust for less than full consideration in money or money's worth, or to
enable either Settlor or the Trustee to borrow the income or principal of This
Trust, directly or indirectly, without adequate interest or security. No person,
other than the Trustee, shall have or exercise the power to vote or direct the
voting of any stock or other securities of This Trust, to control the investment
of This Trust, either by directing investments or reinvestments or by vetoing
proposed investments or reinvestments, or to reacquire or exchange any property
of This Trust by substituting other property of an equivalent value.
ARTICLE IX
RIGHTS AND DUTIES OF TRUSTEES BETWEEN THEMSELVES AND
OBLIGATIONS OF TRUSTEES TO BENEFICIARIES
Section 1 Any Trustee who may be entitled to a discretionary distribution
under any provisions of this instrument, which discretionary distributions are
not otherwise limited by an ascertainable standard, shall not participate in any
determinations relating to such distributions.
Section 2 A Trustee foreclosed from exercising discretion by a majority
vote of the remaining Trustees shall not be liable to any person for any damage
resulting from actions nonetheless taken by the remaining Trustee(s).
Section 3 No Trustee shall be permitted to make distribution from the
income and/or principal of any Trust under this Agreement which distribution
will be deemed to discharge any obligation for support or otherwise, which
obligation the Trustee may be required to provide to any beneficiary.
ARTICLE X
INSURANCE BENEFITS
Section 1 At Settlor's death(s), the Trustee shall make a diligent effort
to collect all death benefits payable to the Trustee, and the Trustee may take
any action necessary to enforce payment of such death benefits. However, the
Trustee need not take any such action until it has been indemnified to its
satisfaction against all expenses and liabilities to which it determines it may
be subjected.
Section 2 The Trustee is authorized to settle claims arising out of any
instrument governing the payment of death benefits, and its decisions shall be
binding upon all persons having a beneficial interest in the Trust estate,
whether or not such interest is a vested one.
ARTICLE XI
GENERAL PROVISIONS
Section 1 Notwithstanding any other provisions in This Agreement, This
Trust shall terminate not later than twenty-one (21) years after the death of
the last survivor of the beneficiaries named in Article IV who are living at the
date of the execution of this Agreement. At that time, the property held in
Trust shall be discharged of any Trust and shall immediately vest in and be
distributed to the beneficiaries of each said Trust, in which case the
remaindermen shall not be considered to have an interest therein. If at any time
distribution is required according to the provisions set forth previously in
this Section, and there shall be more than one (1) beneficiary then living to
whom the Trustee may make distributions, then, distribution of the Trust corpus
including any accrued but undistributed income thereon, shall be distributed per
stirpes to said beneficiaries.
Section 2 The Trustee shall render a statement of assets in any of the
Trusts hereunder and of receipts and disbursements during the period covered at
least annually to each of the adult and otherwise legally competent
beneficiaries (or to the guardian of any beneficiary) then receiving or entitled
to receive income from any of the Trusts hereunder. The Trustee may also, at any
time, at its sole option, secure approval of an account of its acts by a court
of competent jurisdiction. The books of account of the Trustee at all reasonable
times shall be open to inspection by the beneficiaries and such other person(s)
as they may designate for that purpose.
Section 3 The principal and income of the Trusts established hereunder
shall not be liable for the debts of any beneficiary hereunder, nor shall the
same be subject to seizure by any creditor of any beneficiary under any writ or
proceeding at law or in equity, No beneficiary shall have any power to sell,
assign, transfer, encumber or in any other manner anticipate disposal of an
interest in the principal or in the income produced thereby.
Section 4 The Trustee may make payments of money to a minor by making
payments to (a) a guardian of the minor, (b) a custodian of property held for
the minor's benefit under the Uniform Gifts or Transfers to Minors Act of any
state, (c) any suitable person with whom the minor resides, or (d) the minor
directly if, in the Trustee's judgment, the minor is of sufficient age and
maturity to spend the money properly.
Section 5 If any provision of This Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of This
Agreement shall continue in full force and effect and shall in no way be
impaired or invalidated.
Section 6 Notwithstanding any foregoing provision to the contrary, at the
time of death of the surviving Settlor, should the Trustee hereunder determine
that the provisions of any Separate Trust(s) to be administered under This Trust
are identical to the provisions of the Separate Trust(s) to be administered
according to the provisions of any other Trust(s) established by Settlor during
Settlor's lifetime, then, the Trustee may, if the Trustee should so elect,
combine the corpus of each Separate Trust into one (1) Separate Trust for each
beneficiary in order to provide ease of administration.
ARTICLE XII
DEFINITIONS
Section 1 When the term "Trust" or "Trust estate" is used without other
words of description, it shall mean any or all of the Trusts being administered
under this instrument at the time the term is applied.
Section 2 The terms "child" or "children" of Settlor shall mean any child
or children born to or legally adopted by either Settlor before or after the
date of This Agreement. The terms "child" or "children" with respect to any
other person shall mean all natural born children as well as all legally adopted
children, whether born to or legally adopted by such other person before or
after the date of this instrument.
Section 3 The term "issue" shall mean and include only children, whether
natural born or legally adopted, of the particular benefactor, as the case may
be. The term "descendant" or "descendants" shall include all lineal descendants
by blood or legal adoption of the named ancestor.
Section 4 When the terms "income beneficiary" or "income beneficiaries" are
used without other words of description, they shall mean all persons who may be
entitled to receive a distribution of income from any Trust under This Agreement
at the time the term is applied.
Section 5 The term "education" shall mean any kind of formal education or
training, including undergraduate, postgraduate or professional schooling. The
term "education" shall also include technical or trade training, as well as
tutoring, classroom supplemental courses and extra-curricular activities
including, but not limited to music, art and sports lessons, providing the
beneficiary strives therefor in good faith. In order to be eligible for
distributions from this Trust, a beneficiary hereunder shall (i) initiate
college within fifteen (15) months after high school graduation or attainment of
an equivalent degree, (ii) pursue a full time course of study and carry an
educational load normally required to attain a college or equivalent degree
within a four (4) year period, and (iii) maintain a grade point average of not
less then 2.5 on a 4.0 scale. The foregoing however, shall not be applicable in
the event a beneficiary is pursuing an advanced post-graduate degree. The
requirements hereunder may be reevaluated, at the Trustee's discretion, as to
any beneficiary, when the Trustee determines extenuating circumstances such as
illness, pregnancy, accident or military service to exist. As it is the
Settlor's objective to provide for the education of the beneficiaries hereunder,
the Trustee is hereby empowered, in the Trustee's sole discretion, to
re-evaluate at any time whether a beneficiary should be entitled to additional
consideration.
Section 6 The term "person" or "persons" shall mean any natural or legal
person, or any association of natural or legal persons.
Section 7 The term "per stirpes" means that the children of a deceased
descendant of any person shall share equally in the share their parent would
have taken if living. Posthumous children are to be considered as living if they
were conceived prior to the death of their parent who is a child of Settlor. Any
individual who is claiming benefit hereunder shall demonstrate to the
satisfaction of the Trustee, as the Trustee may so choose, that his or her claim
is worthy. Any expenses incurred by a claimant, whose claim is proved to be
valid, shall be reimbursed by the Trustee from the corpus of the Trust
hereunder. No expenses shall be paid by the Trust for a claimant whose claim is
proved to be unfounded.
Section 8 The term "Corporate Trustee" shall mean any national banking
association, corporation, or other institution, part or all of the business of
which involves the regular administration of Trust accounts and counseling in
connection with Trust business.
Section 9 As the context of any provision may require, nouns and pronouns
of any gender and number shall be construed in any other gender and number.
Section 10 The term "future interest" shall have the same meaning and
effect given said term in Section 2503(b) of the Code and the Regulations
pertaining thereto.
Section 11 The term "Trustee", when used without other words of
description, shall refer to any Trustee or to all Trustees acting at the time
the term is applied.
Section 12 The term "the Code" shall refer to the U.S. Internal Revenue
Code of 1986, and as it may be amended from time to time.
Section 13 The term "guardian" shall include natural guardians as well as
guardians or conservators of the person or estate of any incompetent or minor
appointed by a court of competent jurisdiction.
Section 14 Whenever, hereunder, the Trustee is required or permitted to act
"in its discretion", this shall mean the exercise of reasonable discretion in
the Trustee's sole and absolute authority.
ARTICLE XIII
GOVERNING LAW
During the lifetime of Settlor, the validity of This Agreement shall be
determined under the laws of the State of residence of the Settlor. Upon the
death of Settlor, the validity of This Agreement shall be determined under the
laws of the State of residence of the Trustee then acting, and any questions of
construction of This Agreement and administration of the Trusts under this
Agreement shall be determined under said laws.
The Settlor has signed This Agreement on the 2nd day of January, 1998.
/s/ Susan M. Scibetta /s/ Jeffrey Queen
- ------------------------------- -----------------------------------
Witness JEFFREY QUEEN, Settlor
/s/ Kimberly R. Walleski
- -------------------------------
Witness
/s/ Susan M. Scibetta /s/ Andrew Queen
- ------------------------------- -----------------------------------
Witness ANDREW QUEEN, Settlor
/s/ Kimberly R. Walleski
- -------------------------------
Witness
STATE OF FLORIDA )
COUNTY OF PALM BEACH )
On this 2nd day of January, 1998, before me, the subscriber, personally
appeared JEFFREY QUEEN and ANDREW QUEEN, to me known, and known to me to be the
persons described in and who executed the within instrument, and they duly
acknowledged to me that they executed the same.
/s/ Steven A. Sclarretta
-----------------------------------
Notary Public
My commission expires:
<PAGE>
The foregoing instrument, consisting of twenty (20) pages, including this
page and the Trustee Acceptance pages, was subscribed published and declared by
JEFFREY QUEEN and ANDREW QUEEN to be their Irrevocable Trust, in the presence of
us, who in their presence, at the request, and in the presence of each other,
have subscribed our names as witnesses.
/s/ Susan M. Scibetta Address: 2300 Glades Rd.
- ------------------------------- Boca Raton, Florida
Witness
/s/ Kimberly R. Walleski Address: 2300 Glades Rd.
- ------------------------------- Florida, Boca Raton
Witness
<PAGE>
ACCEPTANCE OF TRUSTEE
I HEREBY ACCEPT appointment as Trustee of the JEFFREY QUEEN AND ANDREW
QUEEN IRREVOCABLE WEALTH TRUST.
/s/ Susan M. Scibetta /s/ Lorence Queen
- ------------------------------- -----------------------------------
Witness LORENCE QUEEN, Trustee
/s/ Kimberly R. Walleski
- -------------------------------
Witness
STATE OF FLORIDA )
COUNTY OF PALM BEACH )
On this 2nd day of January, 1998, before me, the subscriber, personally
appeared LORENCE QUEEN, to me known, and known to me to be the person described
in and who executed the within instrument, and he duly acknowledged to me that
he executed the same.
/s/ Steven A. Sclarretta
-----------------------------------
Notary Public
My commission expires:
<PAGE>
ACCEPTANCE OF TRUSTEE
I HEREBY ACCEPT appointment as Trustee of the JEFFREY QUEEN AND ANDREW
QUEEN IRREVOCABLE WEALTH TRUST.
/s/ Susan M. Scibetta /s/ Linda Queen
- ------------------------------- -----------------------------------
Witness LINDA QUEEN, Trustee
/s/ Kimberly R. Walleski
- -------------------------------
Witness
STATE OF FLORIDA )
COUNTY OF PALM BEACH )
On this 2nd day of January, 1998, before me, the subscriber, personally
appeared LINDA QUEEN, to me known, and known to me to be the person described in
and who executed the within instrument, and she duly acknowledged to me that she
executed the same.
/s/ Steven A. Sclarretta
-----------------------------------
Notary Public
My commission expires:
<PAGE>
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
JEFFREY QUEEN and ANDREW QUEEN, the Settlor, and Susan Scibetta and
Kimberly R. Walleski the witnesses respectively, whose names are signed to the
attached or foregoing instrument, having been sworn, declared to the undersigned
officer that the Settlor signed the instrument as their Irrevocable Trust; that
they signed in the presence of the witnesses, and that each of the witnesses, in
the presence of the Settlor and in the presence of each other, signed the
Irrevocable Trust as a witness.
/s/ Jeffrey Queen
-----------------------------------
JEFFREY QUEEN
/s/ Andrew Queen
-----------------------------------
ANDREW QUEEN, Settlor
/s/ Susan M. Scibetta
-----------------------------------
Witness
/s/ Kimberly R. Walleski
-----------------------------------
Witness
Subscribed and sworn to before me by JEFFREY QUEEN and ANDREW QUEEN, the
Settlor, and by Kimberly Walleski and Susan Scibetta and the witnesses, on this
2nd day of January, 1998.
/s/ Steven A. Sclarretta
-----------------------------------
Notary Public
My Commission expires:
