- 8 - mill was an intangible asset that GNN wanted KKO to bring into a joint venture with GNN. On December 31, 1981, GNN, LRC, KKO, Griffin, and LRFP entered into the Stockholders' Agreement (the Stockholders' Agreement) and the LRFP Stock Issuance Agreement (the Stock Issuance Agreement), and KKO and LRFP entered into the Pulp Sales Agreement. On the same day, Griffin transferred property to LRFP valued at approximately $31.5 million in exchange for 5 percent of LRFP's common stock and 32.8 percent of LRFP's preferred stock, and LRFP assumed KKO's $10 million debt owed to Aetna. GNN transferred $56.7 million to LRFP in exchange for 95 percent of LRFP's common stock and a promise to pay $40 million in exchange for 67.2 percent of LRFP's preferred stock. The relevant parts of the Stockholders' Agreement provide as follows: 1. At the Closing * * * [Griffin] shall sell, assign and transfer to GNN all of its shares of common stock of LRC for the amount of $200. 2. (a) Prior to the Closing KKO and [Griffin] shall cause a recapitalization of LRFP to take effect so that immediately prior to the Closing LRFP shall have an authorized capital consisting of 7,700 shares of preferred stock, without par value (the "Preferred Stock") and 4,500 shares of common stock, par value $1.00 per share (the "Common Stock"), of which 1,940 shares of the Preferred Stock and 208 shares of the Common Stock shall be issued and outstanding and owned of record and beneficially by [Griffin]. (b) At the Closing LRFP shall issue and sell to LRC, 3,952 shares of the Common Stock for the amount of $56,700,000 and simultaneously therewith LRC shall subscribePage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011