United Cancer Council, Inc. - Page 49

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               making such a transfer.                                                
               Contrary to what is suggested in the above letter agreement,           
          as of December 1984, no net mailing revenues had yet been produced          
          from either the prospect letter mailings or housefile letter                
          mailings conducted.  Only losses or relatively small amounts of             
          net mailing revenues were produced by the housefile letter                  
          mailings up until June or July 1985.  It was not until about July           
          1985, that the cumulative net revenue produced from housefile               
          letter mailings began to somewhat approach the cumulative amount            
          of funds W&H provided to meet petitioner’s operating expenses.              
          Initially, some of the funds used to meet petitioner’s operating            
          expenses were advanced by W&H to the Escrow Account.  Also, W&H             
          deferred receiving payment of its fees.                                     
               Later, as the net revenue produced from mailings began to              
          increase, W&H authorized and permitted petitioner to “draw”                 
          increasingly larger monthly amounts of funds from the Escrow                
          Account to finance petitioner’s larger annual operating budgets.            
          Up until about the execution on April 8-9, 1987, of an addendum to          
          the Contract, petitioner was fully liable to repay the draws it             
          had taken, to the extent the draws exceeded the 50 percent of               
          cumulative housefile income guaranteed to petitioner under the              
          Contract.  The draws petitioner received were to be repaid within           
          6 months, regardless of the direct mailing campaign’s                       
          profitability.  The events leading up to and culminating in the             
          execution of the April 1987 addendum to the Contract are discussed          




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