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was in New York City. At the time of decedent’s death, he owned
14,265 shares of stock in the company: 4,230 shares of common
stock, 3,375 shares of 4-percent preferred stock, and 6,660
shares of 6-percent preferred stock (sometimes, collectively,
decedent’s shares).
The company was in the business of selling horticultural
products (such as plants, foliage, bulbs, seeds, and supplies) at
wholesale. The company did not sell cut flowers or other
finished products at retail.
The 1960 Redemption Agreement
On December 19, 1960, the shareholders of the company were
decedent, Gustav H. Poesch (Poesch), and Leonard J. Seiger
(Seiger). Each shareholder owned both common stock and 4-percent
preferred stock. On that date, those shareholders subscribed to
an agreement restricting their rights to dispose of their shares
of stock in the company (the 1960 redemption agreement).
The 1960 redemption agreement restricted the right of each
subscriber to dispose of his shares during his lifetime. The
parties agreed that, if a shareholder decided to transfer any of
his shares, the company had the option, for a period of 3 months,
to purchase those shares that the shareholder wished to transfer.
They also agreed that if a shareholder ceased to be connected
with the company (for a reason other than death), the company had
the option to purchase all of that shareholder’s shares. The
option price for the preferred shares was the shares’ par value
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Last modified: May 25, 2011