- 13 -
$103,000 from an unrelated party; petitioner Dawes and Kerry
Dawes guaranteed Ameritech's promissory note. A meeting of the
board of directors of Ameritech was held on January 30, 1990.
Also present at the meeting were Mr. Lopez and Mr. Small. The
board of directors unanimously approved the reorganization
agreement and related documents. Kerry Dawes, corporate
president, announced that a new corporation, 303 Products, had
been formed on January 16, 1990. Kerry Dawes also announced that
certain assets should be transferred to the new corporation to
capitalize it. The directors voted unanimously to transfer the
assets to 303 Products in consideration for 303 Products' issuing
1,000 shares of stock to Ameritech. The assets included $103,000
and the Praegitzer debt of $21,254. All of the directors,
including petitioner Praegitzer, voted that it was in the best
interests of Ameritech to acquire or redeem petitioner
Praegitzer's 2,500 shares of Ameritech in exchange for the 1,000
shares of 303 Products owned by Ameritech. Further, it was
resolved unanimously that the president and secretary of
Ameritech were authorized to consummate the transaction as set
forth in the reorganization agreement. The board of directors
unanimously approved the reorganization and acquisition of
petitioner Praegitzer's 2,500 shares.
A closing under the reorganization agreement was held on
January 30, 1990. Ameritech conveyed the assets of the 303
products business to 303 Products by an assignment of assets
dated January 30, 1990, executed by Kerry Dawes as president of
Page: 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