Winn-Dixie Stores, Inc. and Subsidiaries - Page 5




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          Petitioner's practice of purchasing MSP policies on the lives of            
          its managers began long before 1993.                                        
               During 1992 and early 1993, Wiedemann & Johnson (WJ) and The           
          Coventry Group (Coventry) formed a joint venture (WJ/Coventry)              
          and approached petitioner with a proposal for the purchase by               
          petitioner of individual excess interest life insurance policies            
          on the lives of petitioner's employees.  AIG Life Insurance                 
          Company (AIG) was to be the underwriter for the proposed                    
          policies.  In a letter dated January 12, 1993, Mr. Alan Buerger,            
          chairman of Coventry, confirmed a meeting on January 14, 1993,              
          with Mr. Richard D. McCook, petitioner's financial vice                     
          president.  Included with the letter was a memorandum from Mr.              
          Buerger and Mr. Bruce Hlavacek, chairman and chief executive                
          officer of WJ, proposing that petitioner purchase a "broad-based            
          COLI pool".                                                                 
               The memorandum provided an overview section which generally            
          described a broad-based COLI pool as consisting of a group of               
          corporate-owned life insurance (COLI) policies covering a wide              
          cross-section of a corporation's employees.  Petitioner was the             
          proposed beneficiary of the COLI policies to be written on the              
          lives of petitioner's employees.  WJ/Coventry's proposal focused            
          on two issues raised by petitioner in a prior meeting.  These two           
          issues were described as "(i) achieving positive earnings in                







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Last modified: May 25, 2011