- 6 -
of its dissatisfaction with Hutto’s management of Sunbelt.
Earlier in 1992, Ridge and Hutto had tentatively agreed to a
price of $825,000 for a 50-percent stock interest in Sunbelt,
applicable whether Hutto was the buyer or the seller. Ridge and
Hutto finally agreed that Ridge and Hutto would cause Sunbelt to
redeem Hutto’s shares in Sunbelt (the redemption) in exchange for
$828,943.75 in cash and real estate valued at $101,000. The
redemption was accomplished on January 15, 1993. Immediately
thereafter, Ridge owned the only outstanding shares of Sunbelt.
Also on January 15, 1993, subsequent to the redemption,
Ridge made a distribution with respect to its stock of all of its
shares in Sunbelt (the distribution and the Sunbelt shares,
respectively). The distribution was to petitioners, the sole
shareholders of Ridge, pro rata. The Ridge board set forth its
reasons for the distribution as follows:
WHEREAS, Sunbelt’s activities are regulated by the
Environmental Protection Agency and the Florida
Department of Environmental Regulation and are subject
to certain provisions of state and federal
environmental protection laws, including the
Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 (CERCLA). Any violation of such
laws in the past or in the future by Sunbelt may
subject Corporation [Ridge] to liability as a
shareholder of Sunbelt for damages, fines or penalties;
and
WHEREAS, Sunbelt anticipates offering certain of
its securities in a public offering in the future and
the Corporation does not want to be involved in a
public offering or to have the securities law
obligations of a control shareholder of a public
corporation; and
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