- 5 -
Simultaneously with the sale of the 200 shares, Dr. Gow and
Mr. Jones executed a voting trust agreement (VTA). Under the terms
of the VTA, Dr. Gow and Mr. Jones agreed to, and did, transfer all
of their shares in WVI to Mr. Gow, as trustee of the voting trust.
The trust was to continue until September 30, 1993. On October 24,
1988, the VTA was amended. Pursuant to this amendment, Dr. Gow
agreed to, and did, transfer all stock issued to her since
September 30, 1983 (the date the VTA was executed) to Mr. Gow, as
trustee. Moreover, Dr. Gow agreed to transfer to the trustee all
stock subsequently issued to, or owned by, her.
On October 19, 1983, Dr. Gow, Mr. Henderson, and Mr. Jones
signed an agreement to purchase a 256-acre tract of land located 1
mile west of the restored colonial area of Williamsburg, Virginia,
known as Powhatan Plantation. (This property was acquired for
development as a time-share resort. See infra.) On January 16,
1984, they assigned their rights in Powhatan Plantation to WVI.
By early 1984, WVI was in need of operating funds. In an
attempt to provide working capital to WVI, Dr. Gow lent the company
$120,000. WVI was unable to repay this loan, and on August 1,
1985, Dr. Gow accepted 50 shares of WVI’s stock in satisfaction of
the company’s obligation to her.
On February 16, 1988, WVI’s board of directors approved a
stock bonus plan for Dr. Gow. Under the terms of the plan, Dr. Gow
was entitled to receive as a bonus up to 10,000 shares of WVI
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011