- 29 -
On September 27, 1993, Mr. Snyder, Ms. Ortmann, and Mr.
Trznadel flew to Minneapolis to meet with Messrs. Beadie and
Steffen (NEFI’s attorneys) to discuss the “red-lined drafts” of the
documents. During the meeting, Messrs. Beadie and Steffen provided
CIG with their changes to the drafts.
On September 27, 1993, Mr. Parmentier contributed $196,000 to
the capital of Andantech (Mr. Parmentier borrowed the entire amount
from Banque Internationale de Luxembourg), and Mr. de la Barre
d’Erquelinnes contributed $4,000 to the capital of Andantech (the
source of funds for Mr. de la Barre d’Erquelinnes’s capital
contribution is not reflected in the record). Andantech retained
N.V.O. Computerleasing B.V. (NVO), a Dutch corporation directed by
Nicholas van Onselen, as its first manager.12 A Dutch corporation
was chosen to avoid conducting any business activity in the United
States or Belgium.
The operating agreement of Andantech, dated September 28,
1993, provided for a priority return for Mr. de la Barre
d’Erquelinnes (or his successor in interest). Specifically, the
agreement provided that if, at the time of a distribution from the
partnership, Mr. de la Barre d’Erquelinnes had made capital
contribution other than his initial capital contribution of $4,000,
then distributions were to be made first to him in an amount equal
to his priority return (6 percent of his unreturned capital
12 In subsequent years, its managers were James Fetzer and
Andrew Rupprecht, NEFI employees.
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