Medieval Attractions N.V - Page 114

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          MCI.  On July 20, 1988, A. Gelabert directed the Australia and              
          New Zealand Bank (ANZ Bank) to transfer $45,000 from the "Wayout            
          dividend account" to MCI’s account at MCI’s New Jersey bank.  MCI           
          had several accounts at NCB.  MDT transferred money to MCI                  
          accounts, including a $100,000 transfer on April 12, 1988, and a            
          $127,000 transfer on September 15, 1988.  MCI maintained an                 
          insurance policy in its name.                                               
               In September 1988, Watson, on behalf of MCI, obtained a                
          letter of credit from ANZ Bank for $325,000.  In December 1988,             
          Santandreu, A. Gelabert, Segui, P. Montaner, Kahne, and Climent             
          were elected to the board of directors of MCI.  On March 20,                
          1989, A. Gelabert, as MCI president, signed a construction                  
          contract to build the New Jersey castle.  The New Jersey castle             
          was subsequently built with funds supplied by MDT.  Various                 
          contracts, invoices, and correspondence continued to use the name           
          MCI after March 20, 1989.                                                   
               C.  C&L Advice                                                         
               In a letter to Santandreu dated August 31, 1988, C&L                   
          responded to Santandreu’s questions about equity contributions to           
          MCI.  The letter stated that MCI would be owned 87 percent by MDT           
          and 13 percent by minority shareholders.  The letter further                
          stated:                                                                     
               Instead of discussing ways to make equity contributions                
               by respective shareholders, this letter discusses the                  
               merits of operating new castles as divisions of MDT                    
               rather than separate subsidiaries, at least until the                  
               operation at each castle commences.                                    




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