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Partnership.9 On October 31, 1988, each general partnership was
reorganized as a limited partnership under the Kansas Revised
Limited Partnership Act. Then on December 9, 1988, Lincoln
formed five more partnerships under the Kansas Revised Limited
Partnership Act: Lincoln 88 Partnership, L.P.; Lincoln
Partnership #11, L.P.; Two Thousand Eight Partnership, L.P.;
Donlan Partnership #1, L.P.; and HFC2 Partnership, L.P.10 All
nine partnerships formed in March and December 1988 are
collectively referred to as the Lincoln Partnerships. The
partnership agreement for each Lincoln Partnership (the Lincoln
partnership agreements) is similar in many respects to the CGF
partnership agreements, in that it created a general partner
interest, partnership interest A, and a limited partner interest,
partnership interest B. Pursuant to the Lincoln partnership
9At a special meeting of Lincoln's board of directors on
Feb. 12–16, 1988, Mr. Page moved, and the board unanimously
approved, that Lincoln "[make] available up to $6 million for the
purchase of separate 10-year term interests". Mr. Page then
offered a second motion to have Lincoln accept a tender offer of
160,000 shares of class B preferred stock at $34 per share
between Mar. 16 and Mar. 23, 1988, with payment not later than
Mar. 31, 1988. Once again, the board unanimously approved. On
Mar. 28, 1988, Lincoln distributed $5,440,000 in stock redemp-
tions, 3 days before forming Lincoln Partnership #1, Lincoln
Partnership #2, Lincoln Partnership #3, and HFC Partnership.
10At a special meeting of Lincoln's board of directors on
Oct. 7–8, 1988, a motion was made by Mr. Page, and unanimously
carried, that Lincoln "purchase term interests in up to five
partnerships at an aggregate amount to be determined at a later
date." Mr. Page also moved that Lincoln distribute $5,500,000 in
dividends on Oct. 31, 1988. This motion, too, was unanimously
carried. Then, approximately 1 month after this board meeting,
another meeting of Lincoln's board of directors was held on Nov.
14, 1988, during which the board approved the purchase of term
interests in five additional partnerships for $21 million.
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