Estate of Mary D. Maggos, Deceased, Catherine M. Adkins, Special Administrator - Page 4

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          PCAB, which is based in Alton, Illinois, is a regional bottler of           
          Pepsi-Cola products in the Midwest.  At all relevant times prior            
          to May 1987, Ms. Maggos owned 56.7 percent of PCAB's stock, and             
          her only son, Nikita Maggos, owned the remaining stock.  Nikita             
          Maggos was the president and a director of PCAB, and he oversaw             
          the daily operation and management of the company.  Ms. Maggos              
          had little, if any, participation in the operation or management            
          of PCAB after the mid-1960's, having moved to Honolulu, Hawaii,             
          from Alton, Illinois, at that time.                                         
               Following her move to Honolulu, Ms. Maggos retained Robert             
          Hite, a lawyer in Hawaii, to update her estate tax plan.  The               
          estate plan included Ms. Maggos' transfer of complete ownership             
          of PCAB to her son, Nikita Maggos, which it sought to accomplish            
          with minimal tax consequences.  Effective May 1, 1987, upon                 
          consultation with Mr. Hite and certain other advisers, Ms. Maggos           
          entered into the redemption transaction with PCAB under which she           
          received a promissory note from PCAB in exchange for her stock.             
          The note provided for annual payments of interest at a rate of              
          8 percent per year and the payment of the $3 million face amount            
          at the end of 10 years.  The note was structured so that Ms.                
          Maggos would have an improved income stream to meet her extensive           
          nursing care needs.  As of May 1, 1987, Ms. Maggos' stock in PCAB           
          was worth substantially more than $3 million.                               







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