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for the benefit of him and his associates in the
Paicines Ranch project and, in order to implement such
structure, he and his associates are willing to
purchase the shares of the capital stock of the
Corporation from the other shareholders at the same
price per share as that paid by the purchaser, less a
prorata [sic] share of the brokers’ commission, and
with an interest rate of 10% per year on the deferred
portion of the purchase price and providing each
selling shareholder the security given by the
purchaser.
On August 23, 1988, the board further discussed the Drosihn
proposal. Paullus reported that he had reached an agreement with
Drosihn that once approval of the final map for unit 10 was
obtained, the sales of lots in unit 10 would commence. The
minutes contain the notation that there were 97 people interested
in purchasing lots in unit 10.
In an August 27, 1988, letter, Shen’s representative was
informed that Ridgemark’s board had authorized its corporate
officers to engage in negotiations to sell Ridgemark. The letter
provides that neither the assets nor the stock of Construction or
Financial were involved in any proposed sale. Initially,
negotiations contemplated a straightforward sale of all of
Ridgemark’s stock to Shen.
An agreement with San Benito County recorded on
September 22, 1988, reflects that Ridgemark was “in the process
of developing or improving” the unit 10 property. Ridgemark was
required to make improvements, including the necessary paving,
curbs, gutters, catch basins, pipes, culverts, water mains, storm
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