O. D. McKee and Estate of Anna Ruth McKee, Deceased, R. Ellsworth McKee and Jack C. McKee, Co-Executors - Page 7

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               At her death, on June 25, 1989, decedent owned 109,450 share           
          of class B nonvoting common stock of the Company (class B stock),           
          valued at $4,777,493, and 720 shares of class E voting common               
          stock of the Company (class E stock), valued at $769,680.  On the           
          date of decedent’s death, the Company had 10,000 outstanding                
          shares of voting common stock, divided as follows:  2,600 shares            
          of class C (all owned by R. Ellsworth McKee), 2,600 shares of               
          class D (all owned by Jack C. McKee), and 4,800 shares of class E           
          stock (720 shares owned by decedent).  There were also 8,168,394            
          shares of class B stock outstanding.                                        
               Both of decedent's executors were officers of the Company.             
          R. Ellsworth McKee was the president and chief executive officer            
          of the Company, and Jack C. McKee served as executive vice                  
          president of the Company.                                                   
               Decedent’s surviving spouse timely filed a disclaimer of all           
          interest in items totaling $1,955,577 in value that otherwise               
          would have passed to him under decedent's will.  Decedent's                 
          estate was allowed a marital deduction for the distribution of              
          the nondisclaimed items totaling $440,388 to decedent's surviving           
          spouse.  All of the disclaimed assets (except a reversionary                
          interest in a trust reported on Schedule F-1 of the estate's                
          Federal return) were sold and the proceeds were used to help pay            
          decedent’s estate's Federal estate tax and State death taxes on             
          March 26, 1990.                                                             






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