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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Harveys Casino Resorts
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 per value per share
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(Title of Class of Securities)
417826104
--------------------------------
(CUSIP Number)
Kirk Ledbetter, P.O. Box 128, Lake Tahoe, NV 89449 (702) 588-2411
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30, 1997
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 417826104 Page 1 of 1 Pages
------------------ ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kirk B. Ledbetter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
619,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
2,924,392
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
619,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,924,392
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,543,392
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This filing relates to the common stock, par value $0.01 per share, of Harveys
Casino Resorts (the "Issuer") whose prinicpal executive offices are at U.S.
Highway 50 and Stateline Avenue, P.O.Box 128, Lake Tahoe, Nevada 89449.
ITEM 2. IDENTITY AND BACKGROUND
Kirk B. Ledbetter, P.O. Box 128, Lake Tahoe, Nevada 89449.
Mr. Ledbetter has been employed by the Issuer for the past 19 years. His
current position is Director of Community Services and Governmental Affairs. He
is a member of the Board of Directors of the Issuer.
During the last five years Mr. Ledbetter has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction relative to any Federal or State securities laws.
Mr. Ledbetter is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In respect to 618,600 shares of the Issuer's common stock, Mr. Ledbetter derived
his ownership by way of inheritance from his grandparents, Harvey A. and
Llewellyn Gross, founders of the Issuer. Mr. Ledbetter received the last of
these shares (186,454) on June 30, 1995 pursuant to the final distribution from
the Estate of Harvey A. Gross, deceased.
In respect to 400 shares, Mr. Ledbetter derives his indirect beneficial
ownership by way of his marriage to Debbie Ledbetter, who owns 200 shares in her
name and is custodian for the Ledbetter's minor son's and daughter's holdings of
100 shares each. Kirk B. Ledbetter disclaims beneficial ownership of all 400
shares.
In respect to 2,924,392 shares of the Issuer's common stock, Mr. Ledbetter's
beneficial ownership derives from his position as co-trustee of the Ledbetter
Marital Trust. The Ledbetter Marital Trust derives its ownership by way of
bequest from Beverlee Ledbetter. The 2,924,392 shares were transferred from the
Estate of Beverlee Ledbetter to the Ledbetter Marital Trust on September 30,
1997. Mr. Ledbetter previously derived beneficial ownership of these shares
through his position as co-executor of the Estate of Beverlee Ledbetter, having
been appointed co-executor along with William B. Ledbetter and Jessica L.
Ledbetter on October 24, 1995. Mrs. Ledbetter, a controlling shareholder of
Harveys Casino Resorts and Mr. Ledbetter's mother, died Tuesday September 12,
1995. At the time of her death, Mrs. Ledbetter owned 2,924,392 shares,
representing approximately 31.3% of the issued and outstanding shares of Harveys
Casino Resorts.
Kirk B. Ledbetter, William B. Ledbetter and Jessica L. Ledbetter are co-trustees
of the Ledbetter Marital Trust. The co-trustees have the right to vote the
stock held by the trust, subject to such rights and restrictions imposed under
the terms of the trust and the applicable state law.
ITEM 4. PURPOSE OF TRANSACTION
Kirk B. Ledbetter holds his shares in the Issuer solely as an investment. Mr.
Ledbetter has no plans or proposals with respect to the shares other than to
hold his shares in the Issuer as an investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate number of shares beneficially owned by Mr. Ledbetter is 3,543,392
or 36.0% of the Issuer's shares outstanding on October 10, 1997. For 619,000 of
the shares, Mr. Ledbetter has sole voting power and sole dispositive power. For
2,924,392 of the shares, Mr. Ledbetter has shared voting power and shared
dispositive power.
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Mr. Ledbetter has not effected any transactions in the Issuer's securities
during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Letters Testamentary dated October 24, 1995.
Order of the Ninth Judicial District Court of the State of Nevada, in and for
the County of Douglas, Approving the Petition for Second and Final Account of
Co-Executors, Final Distribution of the Estate to Testamentary Trust, Payment of
Co-Executor's Fees, and Payment of Attorneys' Fees and Costs, dated September
23, 1997.
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SIGNATURES
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.
December 15, 1997 /s/ KIRK LEDBETTER
- ------------------------------ -------------------------
Date Signature
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FILED
NO.
-----------------
Case No. 95-PB-0103
Dept. No. 1
[STAMP]
IN THE NINTH JUDICIAL DISTRICT COURT OF THE STATE OF NEVADA
IN AND FOR THE COUNTY OF DOUGLAS
* * * * *
IN THE MATTER OF THE ESTATE OF
BEVERLEE A. LEDBETTER, LETTERS TESTAMENTARY
Deceased.
- --------------------------------/
STATE OF NEVADA )
: ss.
COUNTY OF DOUGLAS)
The Last Will of Beverlee A. Ledbetter, deceased, having been duly admitted
to probate in said Court, William B. Ledbetter, Jessica L. Ledbetter, and Kirk
B. Ledbetter, each of whom were named therein as a Co-Executor, were, by said
Court on the 24th day of October, 1995, duly appointed Co-Executors, who each
having qualified as such are hereby authorized to act by virtue thereof.
IN TESTIMONY WHEREOF, I have officially
signed these letters and affixed hereto
the Seal of said Court, this 24th day of
October, 1995.
By Order of the Court
Clerk of the Court
By [STAMP] J. THALER
------------------------
Deputy Clerk
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OFFICIAL OATH
STATE OF NEVADA )
: ss.
COUNTY OF DOUGLAS )
William B. Ledbetter, Jessica L. Ledbetter, and Kirk B. Ledbetter, do each
solemnly swear that he or she will support, protect and defend the Constitution
and government of the United States, and the Constitution and government of the
State of Nevada, against all enemies, whether domestic or foreign, and that he
or she will bear true faith, allegiance and loyalty to the same, any ordinance,
resolution or law of any state notwithstanding, and that he or she will well and
faithfully perform all the duties of the office of Co-Executor of the Estate of
Beverlee A. Ledbetter, on which each are about to enter; so help us God.
/s/ William B. Ledbetter
-----------------------------------
William B. Ledbetter
/s/ Jessica L. Ledbetter
-----------------------------------
Jessica L. Ledbetter
/s/ Kirk B. Ledbetter
-----------------------------------
Kirk B. Ledbetter
SUBSCRIBED and SWORN to before me
this 24th day of October, 1995.
Clerk of the Court
By [STAMP] J. Thaler
----------------------------------
Deputy Clerk
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FILED
NO.
-----------------
Case No. 95-PB-0103
Dept. No. 1
[STAMP]
IN THE NINTH JUDICIAL DISTRICT COURT OF THE STATE OF NEVADA
IN AND FOR THE COUNTY OF DOUGLAS
* * * * *
IN THE MATTER OF THE ESTATE OF
BEVERLEE A. LEDBETTER, ORDER
Deceased.
- ---------------------------------/
The Petition of William B. Ledbetter, Jessica L. Ledbetter, and Kirk B.
Ledbetter, Co-Executors for Settlement of Second and Final Account, Final
Distribution of the Estate to Testamentary Trust, Payment of Co-Executors'
Fees, and Payment of Attorneys' Fees and Costs ("Petition") came on regularly
for hearing this day. Also heard was the Application for Attorneys' Fees and
Costs ("Application") filed by the law firm of Walther, Key, Maupin, Oats,
Cox, Klaich & LeGoy ("Walther, Key, Maupin"), counsel to the Co-Executors.
Present at the hearing were William B. Ledbetter, Jessica L. Ledbetter, and
Kirk B. Ledbetter, as well as their legal counsel, G. Barton Mowry, Esq. of
the Walther, Key, Maupin law firm. Also present were Erle Simpson of Wells
Fargo Bank and its legal counsel James L. Morgan, Esq. of the Henderson &
Nelson law firm. On proof made to the satisfaction of the Court, the Court
1.
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now finds as follows:
1. All notices of the hearing on the Petition and on the Application have
been regularly given as prescribed by law.
2. All acts and transactions of the Co-Executors during the period of the
account and as disclosed in the Petition are approved. All other allegation of
the Petition are true. The account is complete and correct and should be
approved as filed.
3. Beverlee A. Ledbetter ("Decedent") died testate on September 12, 1995
in South Lake Tahoe, California and was at the time of her death a resident of
Zephyr Cove, Douglas County, Nevada.
4. The Decedent's Will dated March 28, 1988, together with the First
Codicil thereto dated May 3, 1994 (collectively, the "Will"), were admitted to
probate by this Court on October 24, 1995.
5. Notice to Creditors has been published for the period and in the
manner prescribed by law. The Co-Executors also caused proper notice to be
mailed by certified mail to those creditors whose names and addresses were
readily ascertainable. Appropriate Affidavits of Mailing of such notice are on
file in this proceeding. The time for filing or presently claims has expired.
The estate is now in a condition to be closed. All claims that have been filed
or presented against the estate have been paid in full or compromised pursuant
to prior Orders of the Court, except for the contingent claim of First
Interstate Bank of Nevada, N.A., now Wells Fargo Bank, arising out of the
refinance of a $3,000,000
2.
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construction loan made to the Decedent and Decedent's spouse, William B.
Ledbetter by a subsequent loan made solely to William B. Ledbetter in the amount
of $5,400,000 and guaranteed by the estate. The guaranty signed by the
Co-Executors of the estate was previously approved by this Court. The
Co-Trustees of the Marital Trust established under the Decedent's Will have
agreed to execute a General Continuing Guaranty in form and content satisfactory
to Wells Fargo Bank guaranteeing the construction loan made to William B.
Ledbetter. In addition, during the administration of the Decedent's estate, and
with Court approval, the Co-Executors established a $3,000,000 revolving line of
credit with Wells Fargo Bank, a portion of which has been drawn down. The
Co-Trustees of the Marital Trust have agreed to assume this liability and
establish the $3,000,000 revolving line of credit in favor of the Marital Trust.
Except for the estate's contingent liability arising under this General
Continuing Guaranty, and the amount drawn down on the $3,000,000 revolving line
of credit loan, all debts of the Decedent and of the estate, and all expenses of
administration (other than closing expenses, Co-Executors' fees, accounting
fees, and attorneys' fees) have been paid.
6. Federal, California, and Nevada estate tax returns were filed for the
estate, and the tax reported thereto to be due has been paid in full to the
Internal Revenue Service, State of Nevada, and State of California. No notice
of any estate tax audit has been received by the Co-Executors, but
representatives of the Co-Executors are continuing to work on an audit of the
Decedent's 1994
3.
<PAGE>
gift tax returns.
7. All federal and California income tax returns for the estate that are
due have been timely filed and the tax reported thereon to be due has been paid
in full. The Co-Executors will timely file the final income tax returns for the
estate for fiscal year ended September 30, 1997.
8. The Co-Executors caused an Inventory, Appraisement, and Record of
Value ("Inventory") to be filed with the Court on February 5, 1997, reflecting a
total value of the Decedent's Nevada probate estate at $58,493,700, most of
which is represented by 2,924,392 shares of common stock of Harveys Casino
Resorts, a Nevada corporation, and the Decedent's interest in four parcels of
Nevada real property, three of which were the Decedent's separate property and
one of which was the Decedent's undivided 1/2 community property interest. As a
result of a partial distribution previously approved by the Court, these assets,
together with the Decedent's interest in certain Promissory Notes, as described
in the Inventory, are essentially the only assets now on hand and to be
distributed to William B. Ledbetter, Jessica L. Ledbetter, and Kirk B.
Ledbetter, as Co-Trustees of the Marital Trust to be established pursuant to
subparagraph A.1. of article VI of the Will.
9. The Co-Executors have provided ordinary and extraordinary services to
the estate. The Co-Executors are entitled to commissions for ordinary services
rendered in the amount of $1,187,156, less the $600,000 advance on commissions
previously
4.
<PAGE>
approved by the Court. The ordinary commissions are to be split among the
Co-Executors as follows:
William B. Ledbetter 0
Jessica L. Ledbetter $171,784
Kirk B. Ledbetter 415,372
--------
Total $587,156
--------
--------
10. Kirk B. Ledbetter has provided extraordinary services to the estate
and is entitled to extraordinary compensation in the amount of $151,000. The
Co-Executors' fees may be paid either as a closing expense of the administration
of the estate, or as an expense of the Marital Trust, depending upon the cash
availability.
11. The law firm of Walther, Key, Maupin, counsel to the Co-Executors, has
provided significant legal services to the Co-Executors as outlined in the
Application. The Co-Executors are in agreement that Walther, Key, Maupin should
be paid attorneys' fees in the amount of $300,000 and reimbursed for costs
advanced in the amount of $4,202.05, and such fees and costs are reasonable.
Based upon the above, IT IS ORDERED THAT:
A. The administration of the estate is brought to a close.
B. The Second and Final Account of the Co-Executors is settled, allowed,
and approved as filed. The Co-Executors, who are also to be the Co-Trustees of
the Marital Trust under the Decedent's Will, are authorized to file a
supplemental accounting of the Decedent's estate up to September 30, 1997, as
part of the initial accounting to be filed for the Marital Trust, a testamentary
trust, pursuant to NRS 153.010, et seq.
5.
<PAGE>
C. All acts and transactions of the Co-Executors as disclosed in the
Second and Final Account are confirmed and approved.
D. The Co-Executors are authorized and directed to pay themselves
commissions and fees in the following sums:
Jessica L. Ledbetter $171,784
Kirk B. Ledbetter $566,372
E. The Co-Executors are also authorized and directed to pay Walther, Key,
Maupin attorney fees in the amount of $300,000 and to reimburse costs advanced
of $4,202.05.
F. William B. Ledbetter, Jessica L. Ledbetter, and Kirk B. Ledbetter are
hereby appointed as Co-Trustees of the Marital Trust established under
subparagraph A.1. of the article VI of the Will of Beverlee A. Ledbetter dated
March 28, 1988, as amended by the First Codicil thereto dated May 3, 1994, and
the rest, residue, and remainder of the estate of Beverlee A. Ledbetter,
together with any other property of the estate not now known or discovered that
may belong to the estate or in which Beverlee A. Ledbetter or the estate may
have an interest, shall be distributed to the Co-Trustees and administered as
part of the Marital Trust. These assets include, but are not limited to, the
following:
1. 2,924,392 shares of common stock of Harveys Casino Resorts, a
Nevada corporation.
2. The following parcels of real property:
PARCEL 1 - 191 TAMBOURINE RANCH RD., GARDNERVILLE - 2.36 PLUS OR MINUS
ACRES - (1/2 INTEREST)
The undivided one-half (1/2) community property
6.
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interest of Beverlee A. Ledbetter in the real property described in
Exhibit A attached hereto and incorporated herein by reference.
Assessor's Parcel No. 19-041-23
PARCEL 2 - 1193 U.S. HIGHWAY 50, GLENBROOK - 1.59 PLUS OR MINUS ACRES
(ALL)
That portion of the southwest 1/4 of Section 34, Township 14 North,
Range 18 East, M.D.B.& M., described as follows: That portion of the
N 1/2 and the N 1/2 of the S 1/2 of Tract No. 2 of Lot 3 of Section 34,
Township 14 North, Range 18 East, M.D.B.& M., that is situate East of
the present East line of U.S. Highway 50.
Assessor's Parcel No. 03-192-06
PARCEL 3 - 177 PINE DR., STATELINE - .30 PLUS OR MINUS ACRES (ALL)
Lot 31 in Block I, as shown on the map of the First Addition to
Kingsbury Meadows Subdivision, filed in the Office of the County
Recorder of Douglas County, Nevada, on July 17, 1957 as Document
No. 12441.
Assessor's Parcel No. 07-222-07
PARCEL 4 - 3720 U.S. HIGHWAY 395, DOUGLAS COUNTY - 25.18 PLUS OR MINUS
ACRES (ALL)
The real property described in Exhibit B attached hereto and
incorporated herein by reference.
Assessor's Parcel Nos. 13-031-11, 12, 16, and 17
3. The following Promissory Notes:
(a) An undivided 1/2 interest in that Promissory Note dated
October 15, 1981, executed by the Ledbetter Family 1980 Trust, payable
to the order of William B. Ledbetter and Beverlee A. Ledbetter, husband
and wife, in the original principal sum of $1,215,122, together with
the beneficial interest of Beverlee A. Ledbetter in the Deed of Trust
which secures payment of the foregoing Promissory Note.
(b) That Promissory Note dated August 1, 1991, executed by
Howard R. Herz, payable to the order of Beverlee A. Ledbetter in the
original principal sum of
7.
<PAGE>
$32,615, together with the beneficial interest of Beverlee A. Ledbetter in
the Deed of Trust which secures payment of the foregoing Promissory Note.
(c) An undivided 1/2 interest in that Promissory Note dated July 1,
1982, executed by the Ledbetter Family 1980 Trust, payable to the order of
William B. Ledbetter and Beverlee A. Ledbetter, husband and wife, in the
original principal sum of $545,000, together with the beneficial interest
of Beverlee A. Ledbetter in the Deed of Trust which secures payment of the
foregoing Promissory Note.
8.
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191 Tambourine Ranch Road, Gardnerville,
Douglas County, NV
All that certain lot, piece or parcel of land situate in the County of Douglas,
State of Nevada, described as follows:
All that certain lot, piece, parcel or portion of land situated, lying and being
within the Northeast 1/4 of the Southeast 1/4 of Section 4, Township 12 North,
Range 19 East, M. D. B. & M. and more particularly described as follows:
A lot line adjustment between Parcel C, Parcel E: 2, Parcel E: 3 and Parcel E: 4
as described in Deed filed for record in Book 1287 at Page 2437, as Document No.
168986, Official Records of Douglas County, Nevada; also being Assessor's Parcel
Nos. 19-041-20, 10-041-15, and 19-041-16 and that parcel described in Deeds
filed for record in Book 989 at Page 1221, as Document No. 210619 and in Book
989 at Page 1224, as Document No. 210620, Official Records of Douglas County,
Nevada; also being a portion of Assessor's Parcel No. 19-041-18 and more
particularly described as follows:
Commencing at the East 1/4 corner of said Section 4 as shown on that map
entitled "Record of Survey for Hildegard Herz", filed for record on July 24,
1974 as Document No. 74394; thence along the North line of said Section 4,
South 89 degrees, 49 minutes, 29 seconds West a distance of 644.60 feet to
the westerly right-of-way line of State Highway 207 (Kingsbury Grade); thence
along said westerly line South 44 degrees, 27 minutes, 00 seconds East a
distance 644.70 fet to the northwest corner of that parcel described in Deed
filed for record in Book 884 at Page 1904 as Document No. 105319, Official
Records of Douglas County, Nevada; thence South 10 degrees, 56 minutes, 20
seconds West a distance of 204.79 feet to the south line of the "Herz Property"
as shown on aforesaid map; thence along said south line the following courses
and distances: South 89 degrees, 59 minutes, 01 seconds West a distance of
348.67 feet to the TRUE POINT OF BEGINNING; thence South 00 degrees, 05
minutes, 56 seconds West a distance of 77.00 feet; thence South 89 degrees,
59 minutes, 01 seconds west a distance of 302.83 feet; thence leaving said
south line North 00 degrees, 00 minutes, 59 seconds West a distance of 324.74
feet; thence North 89 degrees, 59 minutes, 01 seconds East a distance of
114.57 feet; thence North 00 degrees 11 minutes, 00 seconds East a distance
of 20.00 feet; thence North 89 degrees, 59 minutes, 01 seconds East a
distance of 189.44 feet; thence South 00 degrees, 14 minutes, 51 seconds West
a distance of 267.74 feet to the TRUE POINT OF BEGINNING.
EXHIBIT A - Pg. 1 of 3
9.
<PAGE>
Reserving therefrom an easement for roadway and access purpose whether public or
private over the above described parcel and more particularly described as
follows:
Commencing at the East 1/4 corner of said Section 4 as shown on that map
entitled "Record of Survey for Hildegard Herz" filed for record July 24, 1974
as Document No. 74394; thence along the North line of said Section 4, South
89 degrees, 49 minutes, 29 seconds West a distance of 644.60 feet to the
westerly right-of-way line of State Highway 207 (Kingsbury Grade); thence
along said westerly line South 44 degrees, 27 minutes, 00 seconds East a
distance of 644.70 feet to the Northwest corner of that parcel described in
Deed filed for record in Book 884 at Page 1904 as Document No. 105319,
Official Records of Douglas County, Nevada; thence South 10 degrees, 56
minutes, 20 seconds West a distance of 204.79 feet to the South line of the
"Herz Property" as shown on the aforesaid map; thence along said South line
South 89 degrees, 59 minutes, 01 seconds West a distance of 348.67 feet; to
the TRUE POINT OF BEGINNING; thence leaving said South line South 89 degrees,
59 minutes, 01 seconds West a distance of 50 feet; thence North 00 degrees,
14 minutes, 51 seconds East a distance of 103.90 feet; thence North 70
degrees, 15 minutes, 00 seconds West a distance of 112/67 feet; thence along
a tangent curve to the left having a central angle of 31 degrees, 45 minutes,
00 seconds, a radius of 140.00 feet and an arc length of 77.58 feet; thence
South 78 degrees, 00 minutes, 00 seconds West a distance of 72.33 feet to the
west line of the above described parcel; thence along said line North 00
degrees, 00 minutes, 59 seconds west a distance of 51.11 feet; thence leaving
said west line North 78 degrees, 00 minutes, 00 seconds East a distance of
61.72 feet; thence along a tangent curve to the right having a central angle
of 31 degrees, 45 minutes, 00 seconds, a radius of 190.00 feet and an arc
length of 105.29 feet; thence South 70 degrees 15 minutes, 00 seconds East a
distance of 121.48 feet; thence North 00 degrees, 14 minutes, 51 seconds East
a distance of 119.77 feet; thence North 89 degrees, 59 minutes, 01 seconds
East a distance of 25.00 feet; thence South 00 degrees, 14 minutes, 51
seconds, West a distance of 267.74 feet to the TRUE POINT OF BEGINNING.
And reserving therefrom an easement 10 feet in width for public underground
utility purposes lying westerly and northerly of adjacent to and parallel
with the following described line:
Commencing at the east 1/4 corner of said Section 4 as shown on that map
entitled "Record of Survey for Hildegard Herz" filed for record on July 24,
1974 as Document No. 74394; thence along the North line of said Section 4,
South 89 degrees, 49 minutes, 29 seconds West a distance of 644.60 feet to
the westerly right-of-way line of State Highway 207 (Kingsbury Grade); thence
along said westerly line South 44 degrees, 27 minutes, 00 seconds East a
distance of 326.60; thence South 45 degrees, 33 minutes, 00 seconds West a
distance of 229.20 feet to the TRUE POINT OF BEGINNING; thence South 00
degrees, 14 minutes, 51 seconds West a distance of 267.74 feet; thence South
00 degrees, 05 minutes, 56 seconds East a distance of 77.00 feet; thence
South 89 degrees, 59 minutes, 01 seconds west a distance of 01 seconds west a
distance of 302.83 feet to the terminus point of this 10 foot wide easement.
w EXHIBIT A - Pg. 2 of 3
10.
<PAGE>
Said premises further shown as adjusted Parcel C as set forth on that certain
Record of Survey for HOWARD W. HERZ recorded January 9, 1990 in Book 190, of
Official Records, at Page 1630, Douglas County, Nevada, as Document No. 217903.
Portions of A.P.Nos. 19-041-04, 15, and 16.
Together with an easement for roadway and access purposes over the following
described parcel:
Commencing at the east 1/4 corner of said Section 4 as shown on the map entitled
"Record of Survey for Hildegard Herz" filed for record on July 24, 1974 as
Document No. 74394; thence along the North line of said section 4, South 89
degrees, 49 minutes, 29 seconds West a distance of 644.60 feet to the westerly
right-of-way line of State Highway 207 (Kingsbury Grade); thence along said
westerly line South 44 degrees, 27 minutes, 00 seconds East a distance of 644.70
feet to the northwest corner of that parcel described in Deed filed for record
in Book 884 at Page 1904, as Document No. 105319, Official Records of Douglas
County, Nevada which point is the TRUE POINT OF BEGINNING; thence South 10
degrees, 56 minutes, 20 seconds West a distance of 204.79 feet to the South line
of the "Herz Property" as shown on the aforesaid map; thence along said south
line South 89 degrees, 59 minutes, 01 seconds West a distance of 348.67 feet;
thence North 00 degrees, 14 minutes, 51 seconds East a distance of 50.00 feet;
thence North 89 degrees, 59 minutes, 01 seconds East a distance of 307.19 feet;
thence North 10 degrees, 56 minutes, 20 seconds East a distance of 198.05 feet
to the aforesaid westerly right-of-way line; thence along said line South 44
degrees, 27 minutes, 00 seconds East a distance of 60.75 feet to the TRUE POINT
OF BEGINNING.
EXHIBIT A - Pg. 3 of 3
11.
<PAGE>
PARCEL 1: 3720 U. S. Highway 95
Douglas County, NV
The Northeast quarter of the Northwest quarter of the Southwest quarter of
the Northeast quarter of Section 6, Township 14 North, Range 20 East,
M.D.B.& M.
Excepting and reserving, to the United States all oil, gas and other mineral
deposits, in the land so patented, together with the right to prospect for,
mine, and remove the same according to the provisions of an Act of Congress
approved June 1, 1938.
APN 13-031-12.
PARCEL 2:
The Southeast quarter of the Northwest quarter of the Southwest quarter of the
Northeast quarter of Section 6, Township 14 North, Range 20 East, M.D.B. & M.
Excepting and reserving, to the United States all oil, gas and other mineral
deposits, in the land so patented, together with the right to prospect for,
mine, and remove the same according to the provisions of an Act of Contress
approved June 1, 1938.
APN 13-031-11.
PARCEL 3:
The West half of the West half of the West half of Lot 1 of the Northeast
quarter of Section 6, Township 14 North, Range 20 East, M.D.B. & M.
EXCEPTING THEREFROM a right-of-way thereon for ditches and canals constructed by
the authority of the United States; Act of August 30, 1890, 26 Stat. 391; 43
U.S.C. 945.
APN 13-031-16
PARCEL 4:
The Southwest quarter of the Northeast quarter of the West half of Lot 1 of the
Northeast quarter, the North half of the Southeast quarter of the West half of
Lot 1 of the Northeast quarter, the Southwest quarter of the Southeast quarter
of the West half of Lot 1 of the Northeast quarter and the Northwest quarter of
the Southwest quarter of the East half of Lot 1 of the Northeast quarter,
Section 6, Township 14 North, Range 20 East, M.D.B. & M.
EXCEPTING THEREFROM a right-of-way thereon for ditches and canals constructed by
authority of the United States; Act of August 30, 1890, 26 Stat. 391; 43 U.S.C.
945.
EXHIBIT B
12.
APN 13-031-17
<PAGE>
G. The Co-Trustees of the Marital Trust are authorized to execute and
deliver to Wells Fargo Bank the General Continuing Guaranty of the construction
loan previously guaranteed by the Co-Executors on behalf of William B.
Ledbetter, the surviving spouse.
Dated this 23rd day of September, 1997.
/s/ David R. Gamble
-------------------------------
David R. Gamble, District Judge
[SEAL]
13.
