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Travelers Insurance Co., secured by approximately 71,363 acres of
its timberlands located in the State of Washington; (2)
transferred all its approximately 78,000 acres3 of Washington
timberlands to the Partnership, subject to the Travelers' loan;
(3) transferred all its Washington land development and resort
business to the Partnership;4 (4) transferred $1.5 million in
cash to the Partnership for working capital; and (5) sold certain
installment note receivables to the Partnership for approximately
$4.9 million in cash.
The original general partners of the Partnership were Pope
MGP, Inc. (MGP), and Pope EGP, Inc. (EGP), both Delaware
corporations. Initially, MGP and EGP were owned equally by two
of petitioner’s principal shareholders, Peter T. Pope and Emily
T. Andrews. The corporate general partners held an aggregate
interest of approximately 1 percent in the capital, profits,
losses, and distributions of the Partnership. Responsibility and
authority for management of the Partnership was vested
exclusively in MGP as the managing general partner. Limited
partners had no management power and only limited voting rights.
MGP could be removed and replaced as managing general partner
only with the affirmative vote of partners of record holding at
least (1) 66-2/3 percent of the units issued upon distribution
3Petitioner's proxy statement refers to 78,300 acres.
4This included 4,400 acres in addition to the 78,000 acres
of timberlands.
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Last modified: May 25, 2011