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to MTBV for a total consideration of $4.4 million (U.S.). Of
this amount, 1.723 million Dutch Guilders was paid in stock of
MTBV, 1.953 million Dutch Guilders was paid in an
interest-bearing note, and $2.64 million (U.S.) was paid in a
non-interest-bearing note. The 1.953 million Dutch Guilders note
was payable in 10 years upon presentation of the note. The
interest was payable on the Dutch Guilders note quarterly at a
rate of 9.5 percent, with the principal due in 10 years upon
presentation of the note. The non-interest-bearing $2.64 million
loan was “payable in ten years on presentation of this promissory
note”.
MTBV immediately transferred the assets and business it
received from MTNV to MSI for a total consideration of
$4.4 million. Of the $4.4 million, $1.1 million was paid with
MSI stock and $3.3 million was paid with a negotiable interest-
bearing promissory note. The terms of the promissory notes
varied among the drafts from 5 years to 10 years. Interest at a
rate of 9.5 percent was to be paid quarterly, with the principal
due at the end of the term of the note.
The documents for the California side of the double section
351 transaction were dated December 1, 1987. The documents
recited that, on that date, MANV ceased doing business and
transferred its assets and business, subject to liabilities, to
MABV for a total consideration of $14 million (U.S.). Of the
$14 million, 4,879,875 Dutch Guilders was paid in stock of MABV.
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