Thomas H. Scott and Lynn D. Scott, Transferees - Page 18

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          cents a share, to AST.  According to the terms of each subscrip-            
          tion agreement, the transfer of 6,150 shares of AST stock to Mr.            
          Scott and Ms. Scott, respectively, was contingent on (1) AST's              
          purchase of MSSTA's assets in accordance with the asset purchase            
          agreement and (2) the closing of the other subscription agree-              
          ment.  In this regard, each subscription agreement stated in                
          pertinent part:                                                             
               The purchase [of AST stock] will take place upon AST                   
               completing its purchase of the assets of Mountain                      
               States Stock Transfer Agents, Inc. in accordance with                  
               an Agreement for Purchase and Sale of Assets dated                     
               September 7, 1989 ("Asset Purchaser [sic] Agreement")                  
               * * *.  If the closing under the Asset Purchase Agree-                 
               ment has not occurred on or before September 30, 1989,                 
               unless extended for up to 30 days at the sole discre-                  
               tion of AST * * *, the escrowed purchase price [for the                
               AST stock] will be returned promptly and without in-                   
               terest to Purchaser, and this [subscription] Agreement                 
               shall be deemed terminated.                                            
          In addition to the Scotts' paying $1,230 for an aggregate 33-               
          percent stock interest in AST as set forth in the subscription              
          agreements, as consideration for the Scotts' acquisition of about           
          36 percent of that stock interest, or in the aggregate 12 percent           
          of AST's stock, Mr. Scott agreed to guarantee a bank loan that              
          AST sought in order to finance in part AST's acquisition of                 
          MSSTA's assets and to forgo for a period of several years con-              
          tributions by AST for Mr. Scott's benefit to its profit-sharing             
          plan.  As a result of the MSSTA transaction, Mr. Scott and Ms.              

          agreement was $615, and not $6,150.                                         

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