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706, United States Estate (and Generation-Skipping Transfer) Tax
Return at a $12.3375 per share value for a total value of
$25,647,996.94.
Decedent was a director, chairman of the board, and chief
executive officer (CEO) of the Company at the time of his death.
The Company had two classes of common stock: Class A, which was
publicly traded, and Class B, which was not.
The Class A and Class B stock had identical dividend rights
and equal rights in the event of dissolution or liquidation. The
Class B stock had superior voting rights. Class A shareholders
were entitled to one vote per share; Class B shareholders were
generally entitled to 10 votes per share. Each share of Class B
stock was convertible at any time at the option of the holder
into one share of Class A stock, subject to the restrictions set
out in a Stockholders' Agreement. At the time of his death
decedent owned no Class A stock.
Decedent was an Affiliate of the Company for Federal
securities law purposes because he was CEO and a director of the
Company, a Class B shareholder, and had beneficial ownership of
Class B shares as trustee and beneficiary of certain trusts
holding Class B stock.
The Class B stock owned by decedent prior to his death was
unregistered and restricted for Federal securities law purposes
under Rule 144 of the Securities Act of 1933 (S.E.C. Rule 144).
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