- 9 -
shares held by Petina (essentially a redemption). After these
transfers, Petina would control CPI and Mr. Vajna and the Mong
Family Trust would own 100 percent of CIBV.
However, due to an alleged technicality of Dutch law that
prevented CIBV from acquiring its own shares from Petina prior to
the close of 1989, an amended sales agreement was entered as of
December 29, 1989. Pursuant to this revised arrangement and in
lieu of transferring its CIBV stock to CIBV, Petina agreed to
issue a nonrecourse promissory note to CIBV in the amount of
$99,253,000 and to grant to CIBV an option to purchase the
shares. The option enabled CIBV to acquire the subject stock,
once the aforementioned legal impediment was removed, in exchange
for canceling the $99,253,000 note. The amended sales
arrangement additionally provided that Petina would transfer the
CIBV shares to Nestor, subject to CIBV’s option to purchase. In
return, Nestor would assume the $99,253,000 note obligation,
relieving Petina of all further liability. Both the transaction
between CIBV and Petina and that between Petina and Nestor took
place on December 30, 1989.
Consequently, as of December 30, 1989, Petina controlled
CPI, and ownership of CIBV was divided among Mr. Vajna, the Mong
Family Trust, and Nestor in the manner set out below:
Andrew G. Vajna 24.95 percent (499 shares)
Mong Family Trust 25.05 percent (501 shares)
Nestor 50 percent (1000 shares)
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Next
Last modified: May 25, 2011