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In general, pursuant to these instruments and as pertinent
to the pending motions, decedent’s estate plan was structured in
the following manner. Decedent’s will devised all stock in SSE
owned by him at the time of his death to the trustees of the 1992
Trust. (We note, however, that while the parties do not discuss
any specific date of transfer, the record seems to indicate that
decedent’s complete SSE holdings were in fact placed in the 1992
Trust prior to his death.) The trust agreement, in turn,
directed that all SSE stock be distributed by the trustees
outright to the Foundation. The Redemption Agreement then
specified that, on the 10th business day after the due date for
decedent’s Federal estate tax return, SSE was to redeem the
“Securities”, as defined therein, from the Foundation for a
purchase price equal to the value of the Securities as determined
for Federal estate tax purposes. The Securities subject to the
Redemption Agreement were defined to include:
1) Common or other Voting Capital Stock of the Company;
2) voting capital stock of any affiliate of the Company
and 3) voting capital stock that is the product of any
reorganization of the Company * * *
In this connection the Foundation charter also provided that the
Foundation trustees:
may vote stock or shares of any corporation or trust
directly or by proxy in such manner as they deem
advisable * * * . If the Foundation is a party to a
redemption agreement with Schwan’s Sales Enterprises,
Inc., the Trustees shall perform said agreement, and
shall not exercise their voting power hereunder so as
to rescind it.
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Last modified: May 25, 2011