- 14 -
consent of the holders of at least seven-eighths (87.5 percent)
of CamVic's stock was necessary to amend the terms of the Buy-
Sell Agreement.12
On two pages of contemporaneous, handwritten notes relating
to the 1981 revision of the Buy-Sell Agreement, an attorney with
Santen, Santen & Hughes recorded the following:
[On page 1] Addendum @ para 13 changed
75% control to 7/8 rather than .875
purpose is to set estate tax value; * * *
* * * * * * *
[On page 2] purpose we want $11k/sh value @ death
* * *[13]
The Revised Agreement did not permit decedent to amend its
terms unilaterally. Nevertheless, it permitted him to amend them
with his wife Marcella's consent.14 Moreover, if Marcella
predeceased him, decedent could have acquired the requisite
percentage of stock through the purchase option and then would
12The original Buy-Sell Agreement permitted the holder of 75
percent of CamVic stock to amend the terms of the agreement.
13These quotes are excerpts. The other portions of the
notations deal with the Bommer family wills and trusts and the
CamVic Buy-Sell Agreement.
14The record indicates that Marcella did not take an active
role in CamVic's affairs.
Page: Previous 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 NextLast modified: May 25, 2011