Estate of William Busch, Deceased, Mary Dana, Executor - Page 7




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          offered to purchase for approximately $17 million, but the final            
          price would depend upon the number of residential lots approved             
          for building; (b) Braddock & Logan offered $150,000 per acre; (c)           
          Greystone Homes considered dividing into 5 parcels, each                    
          consisting of about 18 acres.  After negotiations with several              
          developers, a two-stage closing was offered to Ponderosa, under             
          which 44 acres would close in 36 months, and 44 acres would close           
          no more than 60 months from the date of the agreement.  It was              
          expected that Pleasanton would scrutinize any development plans             
          for Busch property and that necessary approval would take as long           
          as 2 to 3 years.  The offers from developers, including the one             
          from Ponderosa, were not to be closed in less than 90 days and              
          anticipated that the property would be approved by Pleasanton for           
          residential development.                                                    
               On June 30, 1994, the coowners of Busch property entered               
          into an Agreement of Purchase and Sale with Ponderosa, at a base            
          price of $150,000 per acre.  After the coowners of Busch property           
          each retained a 1-acre building lot, the remaining property was             
          to be broken into two portions, approximately 44 acres each, and            
          delineated as the “Dana Property” (Dana portion) and the “Busch             
          Property” (Busch portion).  The agreement was designed to provide           
          for separate closing for each portion, with the Busch portion               
          closing last.  The purchase price was variable depending on time            
          and/or the number of building lots approved.  The price was to              
          increase 9 percent annually from the first closing to either the            




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