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However, neither the 1992 Trust nor the Redemption Agreement
restricted decedent’s right to otherwise dispose of his interest
in SSE. The 1992 Trust by its terms reserved to decedent, as
settlor, the right to amend or revoke the trust agreement during
his lifetime. The Redemption Agreement likewise stated:
This Agreement shall not limit Schwan’s freedom,
during his lifetime, to sell, give away, create a
security interest in or otherwise transfer the
Securities without restriction, or, upon his death, to
transfer the Securities and any additional securities
received by him without restriction by bequest or gift
outright or in trust. * * *
Subsequently, in December of 1992, the articles of
incorporation of SSE were amended to increase the number of
shares authorized, and a stock dividend of 100 nonvoting shares
for each nonvoting share issued and outstanding was declared.
The Redemption Agreement was amended on February 4, 1993, to
reflect the appropriate numbers for the recapitalized structure
and decedent’s holdings therein.
Events After May 9, 1993
Following decedent’s death on May 9, 1993, it appears from
the record that ownership of SSE was distributed as set forth
below:
Shareholder Voting Shares Nonvoting Shares
1992 Trust 5,076 25,910,000
3G Trust 1,270 0
Grandchildren’s Trust 632 6,320,000
Lorrie 79 740,000
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Last modified: May 25, 2011