Estate of Emanuel Trompeter, Deceased, Robin Carol Trompeter Gonzalez and Janet Ilene Trompeter Polachek - Page 5

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          guidance system of air to ground missiles.  TEI also manufactured           
          components used in the television industry.                                 
               In March 1989, Sterling, a private company with a calendar             
          yearend, acquired all TEI stock in a leveraged transaction in               
          which the decedent and Ms. Trompeter received approximately                 
          $14 million in cash and 3,000 shares of a newly issued Sterling             
          preferred stock.  These shares were the only shares of this type            
          of preferred stock that Sterling issued, and holders of these               
          shares were generally entitled to more rights than holders of               
          Sterling's other preferred shares.  Of the 3,000 shares of                  
          Sterling preferred stock received by them, the decedent received            
          1,533.482 shares and Ms. Trompeter received the rest.  Holders of           
          Sterling preferred stock were entitled to receive "preferential             
          dividends" on the liquidation value of the stock, when and as the           
          dividends were declared by Sterling's board of directors, and               
          they were entitled to certain preferences in the event of                   
          liquidation.  Preferential dividends accrued daily at the annual            
          rate of 8.5 percent through the end of 1989, 9.83 percent during            
          1990, 11.17 percent during 1991, and 12.5 percent from the                  
          beginning of 1992 through the date on which the Sterling                    
          preferred stock was either redeemed or exchanged.  To the extent            
          that the dividends were not paid on January 15 of each year,                
          beginning January 15, 1990, all dividends which had accrued on              
          each share then outstanding would be added to the liquidation               





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