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The CGF Partnerships
In July 1988, CGF formed five limited partnerships under the
Kansas Revised Limited Partnership Act: CGF One, L.P.; CGF Two,
L.P.; Santa Fe Partners, L.P.; Cloud Grey, L.P.; and Alpha One,
L.P. (collectively referred to as the CGF Partnerships).8 By
agreements (the CGF partnership agreements), the CGF Partnerships
created a general partner interest and a limited partner
interest. In all cases, the general partner owned partnership
interest A, and the limited partners owned partnership interest
B. The CGF partnership agreements also stated that the term of
each partnership would be 20 years.
CGF's shareholder–family trusts and, in one instance, a
partnership related to the trusts contributed cash to the CGF
Partnerships in exchange for partnership interest A. CGF, in its
own right, contributed cash in exchange for 10-year term
interests in partnership interest B. Its shareholders or, in
some cases, nonshareholder trusts and partnerships related to
CGF's shareholders, contributed cash for the remainder interests
in partnership interest B. For clarity and because the
remaindermen are either CGF shareholders or related thereto, all
the remaindermen are sometimes collectively referred to as the
CGF Family Trusts. A summary of the various entities making up
8On July 22, 1988, by resolution of CGF's board of direc-
tors, CGF was authorized to purchase 10-year term interests in
five partnerships at an aggregate cost of $10,615,000. The
resolution also stated that a dividend in the amount of
$2,435,925 be paid 1 week later on July 29, 1988.
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