K. RICHARD KEELER, 

Plaintiff, No. 93CH 003484

MARTIN W. MYERS and,

DIANE G. ELDER 

Judge Edwin M. Berman

1. I am an attorney licensed to practice law in the Stat:e of Kansas and the State of Illinois. I am a defendant in the above entitled action and am married to Diane G. Elder, also a defendant in the above action. I received a Bachelor of Arts degree in Political Science in 1965 and a Juris Doctor degree in 1968 from the University of Kansas.

2. (a) In May 1992, plaintiff, K. Richard Keeler telephone me at my home to inform me that he was under criminal investigation for child molestation by the Sheriff's Office of San Diego County, California. Some of the information disclosed by Mr. Keeler is contained in the Keeler document which is the subject of this litigation. For example, part of the explanation Mr. Keeler gave to me for the initiation of the investigation is contained at page 12 and last paragraph of page 14. Some of the information Mr. Keeler told me is not contained in the document. For example, the fact that he was under criminal investigation for child molestation, his feelings regarding the investigation and his impressions of the detective conducting the investigation are not contained in the document.

(b) Contrary to the statement made by Mr. Keeler in paragraph 10 of his affidavit, I have no recollection of Mr. Keeler offering his resignation as a trustee to me, during the aforesaid conference or at any other time. Although I was the executive director of the Foundation and the trustee designated to be the chief liaison with the Foundation's legal counsel, neither Mr. Keeler nor Mr. Frazer informed me that Mr. Keeler had offered Mr. Frazer his resignation as a trustee, or even that they had discussed the matter.

(c) Immediately after my conversation with Mr. Keeler, I discussed the matter with Ms. Elder. Ms. Elder and I discussed what Mr. Keeler had told me, our concerns about Mr. Keeler, and our concerns regarding Mr. Keeler's fitness to continue as a trustee of Urantia Foundation.

3. UPANTIA Foundation ("Foundation") is a not-for-profi.t publicly supported common law charitable trust established January 11, 1950 in perpetuity under the laws of the State of Illinois. Each of the five members of the Board of Trustees is a fiduciary responsible for the proper administration of the Foundation's affairs consistent with the highest ethical standards. Attached hereto as Exhibit A, is a copy of the Declaration of Trust Creating Urantia Foundation. The high ethical, moral and lofty purposes and goals of the Foundation are set out in Article II, Paragraph 2.1 and 2.2 of the Declaration of Trust.

4. (a) I was elected a trustee of the Foundation in May 1973, having served as an advisor to, and agent of, the Foundation for a number of years prior thereto.

(b) Mr. Keeler was elected a trustee of Urantia Foundation in July 1989. He is currently the treasurer of the Foundation.

(c) My current status as a trustee of Urantia Foundation is the subject of an action entitled Myers v. Burns, Caston, Keeler, Mundelius and Rolnick, Civil Action No. 94-0927 pending in the United States District Court for the Northern District of Illinois before the Honorable Ann C. Williams. Contrary to paragraph 7 of Mr. Keeler's affidavit, wherein he avers that I was removed as a trustee on April 17, 1993, the aforesaid action alleges, inter alia, that the removal proceedings against me were in violation of the requirements of the Declaration of Trust Creating Urantia Foundation and therefore void.

5. (a) In May or June of 1992, I received a telephone call at home from Foundation trustee Hoite C. Caston, regarding the criminal investigation of Mr. Keeler. Mr. Caston repeated some of the information told to me by Mr. Keeler, a portion of which appears in the Keeler document, and then proceeded to state that although the situation may have involved bad judgment by Mr. Keeler, "it was really nothing to worry about."

(b) I told Ms. Elder about my telephone conversation with Mr. Caston. Ms. Elder told me she believed that Mr. Keeler had asked Mr. Caston to call me so that I would not believe that the situation was serious.

(c) On or about August 26, 1992, Ms. Elder and I were informed by Ms. Joan Bondi that on August 22, 1992 Mr. Caston told her that he had edited the Keeler document for Mr. Keeler.

6. In June 1992, Mr. Keeler telephoned me again at home to discuss the criminal investigation. Mr. Keeler told me, inter alia, that the detective investigating him had forwarded his file to the San Diego County District Attorney with the recommendation that he be prosecuted. I told Ms. Elder about my conference with Mr. Keeler.

7. Sometime in July 1992, Mr. Keeler telephoned me a third time to discuss the criminal investigation. Mr. Keeler told me, inter alia, that although the San Diego County Sheriff's Office had recommended prosecution, he had been informed that the San Diego County District Attorney had declined to prosecute him. I told Ms. Elder about my conference with Mr. Keeler.

8. (a) I had been concerned about Mr. Keeler and his fitness to serve as a Foundation trustee for some time prior to my telephone conferences with him regarding the San Diego criminal investigation. My concerns arose in part as a result of two unusual discussions initiated by Mr. Keeler on the subject of child molestation in Paris, France during a Foundation business trip. Specifically, on March 3, 1992, during a dinner meeting with Foundation legal counsel at a public restaurant in Paris, Mr. Keeler initiated a disturbing, and in my opinion inappropriate, discourse on child molestation. Mr. Keeler spoke in a loud and animated voice and it was apparent to me that he was disturbing the other diners at the restaurant as I could see them turn to look at him in a manner that indicated to me they were disturbed by his loud voice and physical gestures. Some of the information, statistics and opinions expressed by Mr. Keeler are contained in the Keeler document including, inter alia, his statements at page 1-7) and page 2-11) On the preceding night in the McDONALD'S restaurant on the Champs-Elysees, again during a dinner meeting with Foundation legal counsel, Mr. Keeler initiated conversation on the subject of child molestation, suggesting that I knew something about the subject from having been a victim of such abuse myself. I was shocked and embarrassed by the suggestion. I believed both discussions to be inappropriate given that we were in France on Foundation business accompanied by Foundation legal counsel. I believed Mr. Keeler's behavior and comments created a most unfortunate impression on the Foundation's legal counsel. Upon my return from France, I told Ms. Elder about the aforesaid events.

(b) I brought my concerns about Mr. Keeler's behavior to the attention of trustee Hoite C. Caston in a telephone call soon after my return from Paris in March of 1992. Mr. Caston asked what I meant and I replied that I believed that Mr. Keeler was not acting right or thinking right.

(c) In June of 1992, upon my return from a subsequent Foundation trip to Europe, Foundation president, Patricia S. Mundelius called me to discuss the trip. I mentioned to her that I was concerned that Mr. Keeler did not appear to be acting or thinking right and it was perhaps best that he had not accompanied me on the June trip as he had in February-March. I did not mention the criminal investigation of Mr. Keeler to her at that time because I did not believe I had sufficient evidence of improper behavior by Mr. Keeler to warrant officially placing the matter before the President of the Board of Trustees. Nor did I at that time have any reason to believe that Mr. Keeler was withholding facts about the situation from me.

9. (a) On the evening of August 20, 1992, Ms. Elder called me to the telephone explaining that Joan Bondi, the Foundation Office Manager, and Damian Bondi, a Foundation office worker were on the phone. I put the telephone on speaker so that Ms. Elder, myself and the Bondis could all participate in the telephone conference. Ms. Bondi proceeded to tell me that Mr. Keeler had telephoned Sheila Schneider, the Foundation receptionist, that morning, and had informed Ms. Schneider that the Foundation printer was not functioning properly. Ms. Bondi further stated that Mr. Keeler had requested Ms. Schneider to resolve the problem with tile Foundation printer. Ms. Bondi told us that Ms. Schneider had requested Ms. Bondi to help her. Ms. Bondi explained that when they turned on Mr. Keeler's computer there was a backup file in the program and the computer asked that they either delete the file or rename it. Ms. Bondi told us that she renamed the f ile and sent it to the Foundation's printer which then printed the Keeler document. Ms. Bondi told us that as the document printed out of the Foundation printer the first words that she saw were the six words

at page 10, line six from the bottom, of the Keeler document. Ms. Bondi stated that those words alarmed her and that she placed the document in her briefcase to read when she got home.

(b) Ms. Bondi and Mr. Bondi further told us that the Keeler document related to allegations of child abuse which had been made against Mr. Keeler. Ms. Bondi and Mr. Bondi related several things which Mr. Keeler had admitted to in the document. Mr. Bondi asked me if it was true that I was aware that Mr. Keeler had been under criminal investigation for child molestation. confirmed that Mr. Keeler had so informed me and told them some of what Mr. Keeler told me had lead to the investigation. Ms. Bondi and Mr. Bondi indicated considerable surprise that I and Ms. Elder already knew about it. Mr. Bondi asked me if the other trustees were aware of this and I responded that I did not know to what extent this as yet had been made known to the full Board ot Trustees. 

(c) Mr. Bondi then read several portions of the Keeler document to me and my wife. Those passages include the admissions contained at page 7, 1-15 (a) ; page 8, the last two paragraphs; page 10, I 1G; page 10, the last ten lines. Ms. Bondi and Mr. Bondi repeatedly and unequivocally stated that both the behavior admitted to in the document by Mr. Keeler and the explanations given for such behavior were "disgusting" and "sick." They both stated that Mr. Keeler should resign or be removed as a Foundation trustee. Both Ms. Bondi and Mr. Bondi were quite upset about the admissions in the Keeler document and Mr. Bondi wanted to do something about this. We (I, Ms. Elder, Mr. Bondi and Ms. Bondi) all voiced our concerns regarding Mr. Keeler's fitness to continue as a trustee and the impact the document could have on the Foundation.

(d) Mr. Bondi discussed his desire to distribute the Keeler document. Ms. Elder and I several times cautioned Mr. Bondi and Ms. Bondi to take their time in deciding what to do with the document and its disclosures. The telephone conference concluded with Mr. Bondi promising to give us the document the next day. We agreed that we would speak again after Ms. Elder and I had a chance to read the document.

10. On Friday morning, August 21, 1992, Mr. Bondi telephoned my home and I answered the telephone. Mr. Bondi stated that he had put the Keeler document on the building elevator. I called the elevator up to our apartment and retrieved the document. I glanced at it and gave the document to Ms. Elder to read. A few hours later Mr. Bondi called at home to see if I had read the document. I told him that I had not yet done so, and he strongly urged me to read it as soon as possible. I read the Keeler document that afternoon and several times since that day. After reading the document, much of the information previously described to me by Mr Keeler regarding the criminal investigation was placed in context. Further, I learned that according to the document many things Mr. Keeler had told me and others over the years were not true. My previous concerns about Mr. Keeler and his fitness to serve as a Foundation trustee heightened as a result of reading the document.

11. (a) On the evening of August 21, 1992, Ms. Bondi and Mr.

Bondi again spoke with me and Ms. Elder on the telephone. We spoke for a long time about the contents of the Keeler document. The Bondis again shared with us their analysis of the admissions made by Mr. Keeler in the document with particular emphasis on his explanations therefor.