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P.C., which in turn will transfer said shares to its
sole shareholder, CLARK D. PULLIAM.
3. It is the intention of all parties hereto
that no gain or loss for income tax purposes will be
recognized in that said transaction shall constitute a
"spin-off" pursuant to Section 355 of the Internal
Revenue Code and accordingly it is agreed that the
value of the assets transferred shall be their tax
basis value as determined by Kemper CPA Group.
An Agreement dated February 28, 1992, to be effective
January 1, 1992, was signed by Mr. Pulliam and Mr. Deckard. The
Agreement incorporated a Stock Purchase Agreement and an
Employment Agreement. The Agreement also provided, in pertinent
part, as follows:
WHEREAS, PULLIAM owns 100 percent (1000 shares) of
the common stock of PULLIAM DECKARD FUNERAL CHAPEL,
P.C., an Illinois Corporation; and
WHEREAS, DECKARD desires to purchase from PULLIAM,
and PULLIAM desires to sell to DECKARD 49 percent (490
shares) of the common stock of PULLIAM DECKARD FUNERAL
CHAPEL, P.C., an Illinois Corporation.
NOW, THEREFORE, in consideration of the mutual
covenants and undertakings of the respective parties
hereto, it is agreed as follows:
1. DECKARD agrees to purchase from PULLIAM, and
PULLIAM agrees to sell to DECKARD 49 percent (490
shares) of the common stock of PULLIAM DECKARD FUNERAL
CHAPEL, P.C., an Illinois Corporation, for the sum of
$789.00 per share, for a total of $386,610, payable by
DECKARD to PULLIAM as follows:
A. $40,000 upon execution of this Agreement,
the receipt and sufficiency of which is hereby
acknowledged.
B. The remaining balance of $346,610,
together with interest thereon at the rate of 10
percent per annum amortized over a period of 15 years,
shall be paid by DECKARD to PULLIAM in equal annual
installments of $45,570.13, which includes principal
and interest, beginning March 15, 1993, and the same
amount on the same date of each year thereafter until
March 15, 2002, at which time the entire remaining
balance of principal and interest owing under this
Agreement must be paid in full. Payment shall be
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