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The Solicitation
By letter dated May 15, 1986, and an addendum dated March
30, 1988, Robert A. Page4 advised CGF and Lincoln's shareholders
on the benefits of a "split purchase of assets". According to
Mr. Page, the older generation would buy a life estate or term of
years, while the younger generation would purchase the remainder
interest. In the addendum, Mr. Page substituted the word
"corporation" for "older generation". In his words, the
objective of a split purchase5 was twofold: (1) To transmit
property to future generations without incurring a transfer tax
3(...continued)
Familial ties also exist between CGF and Lincoln. Olivia G.
Lincoln and Ruth G. Fink, who served as president of CGF in July
1988, are sisters. Their brother is Willard Garvey, president of
a corporation named Garvey Industries, Inc.
4Robert A. Page was an investment adviser to CGF and
Lincoln. His role, however, extended beyond that of just an
adviser. Mr. Page served on Lincoln's board of directors, and
beginning calendar year 1988, he also served on Lincoln's
executive committee. Mr. Page's role was not a passive one.
According to the minutes of the board's annual meeting convened
Oct. 8-10, 1987, Mr. Page "led an in-depth discussion regarding
the current and future operations of Lincoln Industries, Inc."
Mr. Page also has links to CGF and various family trusts.
He was vice president of DICO, Inc., a company which merged into
CGF effective July 1, 1988, pursuant to a merger agreement and by
resolution of CGF's board of directors. Mr. Page also acted as
trustee, or in more instances, as successor trustee in a handful
of family trusts. According to the trust agreements, the succes-
sor trustee assumes the duties of trustee in the event of the
trustee's death or inability or unwillingness to serve.
5Throughout this opinion, we use the terms "split purchase",
"joint purchase", "joint asset acquisition", "joint asset
purchase", and "joint investment transaction" interchangeably to
mean a situation where person A and person B, for example, simul-
taneously acquire a present and a future interest in property,
respectively.
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