Ambase Corporation, f.k.a. The Home Group Inc. - Page 10




                                       - 10 -                                         
          payable by City to Finance was due only upon Finance’s written              
          notice to City.                                                             
               3. 1979 Capitalization of Finance                                      
               On July 31, 1979, City drew a check payable to the order of            
          Finance in the amount of $22 million as a contribution to                   
          capital.  On the same day, the check was endorsed by Finance to             
          the order of HGI.  Also on the same day, the check was endorsed             
          by HGI to the order of City, and City recorded a $22 million                
          dividend from HGI on its general activity register.  HGI issued a           
          document captioned as a promissory note in the face amount of $22           
          million (1979 HGI note) to Finance in exchange for the                      
          endorsement of the $22 million check.  The 1979 HGI note bore no            
          interest, was unsubordinated and unsecured, and was payable on              
          August 1, 1980, or upon demand thereafter.                                  
               HGI disclosed the 1979 HGI note as an obligation to Finance            
          on its audited financial statements for each of the years the               
          1979 HGI note was outstanding, which statements were submitted to           
          the Securities and Exchange Commission and various State                    
          regulatory agencies.                                                        
               City prepared an offering circular for prospective                     
          purchasers of the notes to be sold by Finance in 1979 which                 
          disclosed that City’s $22 million capital contribution to Finance           
          would be lent by Finance to HGI, that HGI would pay this amount             
          as a dividend to City, and that Finance’s capital thereafter                






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