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Old Lorvic, and were interested in pursuing an acquisition of the
company. Leck performed due diligence research on Old Lorvic
including visiting the corporation on numerous occasions and
holding indepth conversations with the officers and managers. In
the process, Leck, Kirtley, Chemical Ventures, and Richard
Nemanick formed petitioner and a subsidiary, LC Acquisition, to
facilitate the acquisition of Old Lorvic's assets. Petitioner
was capitalized as set forth below:
Common Preferred Total
Purchaser Stock Stock Cost
Chemical Venture 9,895 15,000 $1,509,895.00
Kirtley 2,552.5 105 13,052.50
Leck 2,552.5 105 13,052.50
Richard Nemanick 10,000 900 100,000.00
In December 1989, Leck and Kirtley compiled an "Acquisition
Financing Memorandum" (Acquisition Memorandum) regarding the
target corporation, Old Lorvic, which noted that "senior
management", as well as Leck and Kirtley, through Florida Capital
Partners, Inc., had "signed a Letter of Intent to acquire the
Lorvic Corp. * * *, a wholly owned subsidiary of R.P. Scherer
Corp.".2 The Acquisition Memorandum was intended, in part, to
2Kirtley and Leck were two principals and owners of Florida
Capital Partners, Inc.
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