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(lease obligation) for which Mr. Scott also was personally lia-
ble, as well as its expenses in maintaining the S accounts.
On September 7, 1989, MSSTA and Mr. Carter entered into a
"STOCK REDEMPTION AGREEMENT" (stock redemption agreement) with
MSSTA in which Mr. Carter agreed to "sell, convey, transfer,
assign, and deliver to" MSSTA all of the common stock that he
owned in that company, in return for which MSSTA agreed to pay
him $300,000. Mr. Scott signed the stock redemption agreement as
president of MSSTA.
On September 14, 1989 (closing date), MSSTA and AST entered
into an "AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF ASSETS"
(amendment to the asset purchase agreement), which reflected
MSSTA's retention of 45 S accounts. MSSTA and AST also entered
into an "OPTION AGREEMENT" (option agreement), dated September
14, 1989, which gave AST an option until December 31, 1991, to
buy those S accounts from MSSTA for $500 per account. Despite
MSSTA's retention of the S accounts, the purchase price of
$300,000 for MSSTA's assets that was reflected in the asset pur-
chase agreement was not altered by the amendment to the asset
purchase agreement. (We shall refer collectively to the asset
purchase agreement and the amendment to the asset purchase
agreement as the amended asset purchase agreement.)
On September 8, 1989, Mr. Bosworth wrote a letter to Mr.
Hrynik (Bosworth letter) that was signed by his associate. The
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