- 9 -
were structured by Mr. Tedford and the accountants. Mr. Deckard
was unrepresented in the transactions.
A Spin-off Agreement executed by Mr. Pulliam and Mr..
Deckard on January 1, 1992, provided, in pertinent part, as
follows:
WHEREAS, PULLIAM FUNERAL HOMES, P.C. is currently
engaged in the funeral business in Crawford County,
Illinois, and
WHEREAS, CLARK D. PULLIAM is the sole shareholder
of PULLIAM FUNERAL HOMES, P.C. and
WHEREAS, PULLIAM FUNERAL HOMES, P.C. proposes to
transfer to PULLIAM DECKARD FUNERAL CHAPEL, P.C. the
real estate and improvements, and other assets set
forth on Exhibit A attached, heretofore used by it in
that portion of its business operation situated in
Oblong, Illinois, in return for all the issued and
outstanding shares of PULLIAM DECKARD FUNERAL CHAPEL,
P.C. and to simultaneously transfer to CLARK D.
PULLIAM, the sole shareholder of PULLIAM FUNERAL HOME,
P.C. all of said outstanding and issued shares of
PULLIAM DECKARD FUNERAL CHAPEL, P.C. and
WHEREAS, PULLIAM FUNERAL HOME, P.C. and PULLIAM
DECKARD FUNERAL CHAPEL, P.C. are desirous of entering
into an agreement for the purpose of securing the
transfer to PULLIAM DECKARD FUNERAL CHAPEL, P.C. of the
above-described assets of PULLIAM FUNERAL HOMES, P.C.
and the ultimate transfer to the sole shareholder of
PULLIAM FUNERAL HOMES, P.C. * * * of the issued and
outstanding shares of PULLIAM DECKARD FUNERAL CHAPEL,
P.C.
NOW, THEREFORE, in consideration of mutual
covenants and undertakings of the respective parties
hereto, it is agreed as follows:
1. PULLIAM FUNERAL HOMES, P.C. does hereby agree
to transfer into PULLIAM DECKARD FUNERAL CHAPEL, P.C.,
effective January 1, 1992, all of those assets more
particularly identified on Exhibit A which is attached
hereto and incorporated herein by this reference.
2. Simultaneous with the transfer of the assets
as provided for in paragraph 1 above, PULLIAM DECKARD
FUNERAL CHAPEL, P.C. agrees to transfer to PULLIAM
FUNERAL HOMES, P.C. all of the issued and outstanding
shares of stock of PULLIAM DECKARD FUNERAL CHAPEL,
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