Ambase Corporation, f.k.a. The Home Group Inc. - Page 14




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          1979 promissory notes--that is, an amount equal to one-fourth of            
          1 percent per annum of the aggregate principal amount of the 8-             
          3/4-percent notes and FR notes outstanding and an amount equal to           
          any annual cost of operation exceeding gross receipts--was never            
          paid.  The monthly statements for Finance’s bank accounts                   
          indicate that the monthly balance of the account never exceeded             
          $1,000, which was the amount paid by City for 1 share of                    
          Finance’s common stock.                                                     
               7. Dissolution of Finance                                              
               On May 1, 1984, the aggregate principal on all of the 8-3/4-           
          percent notes outstanding became due.  City transferred                     
          $27,405,000 into Finance’s bank account which on the same day was           
          transferred to the fiscal agent to repay the principal in the               
          amount of $25,200,0007 and make the final interest payment of               
          $2,205,000.                                                                 
               After the 8-3/4-percent notes matured, Finance distributed             
          $20,500,000 of the consolidated HGI note to City as a return of             
          capital.  On September 6, 1985, City liquidated and dissolved               
          Finance.  In connection with the liquidation, Finance distributed           



               7 Of the $30 million of debt issued, $4.8 million had been             
          canceled.  City entered into agreements with Blyth Eastman Dillon           
          & Co. International Ltd. in connection with the 8-3/4-percent               
          notes and with the Banque de Paris in connection with the FR                
          notes to purchase in the open market up to maximum specified                
          amounts of the notes under certain circumstances, which after               
          purchase would be canceled and destroyed.  City used its own                
          funds to pay for these purchases.                                           





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