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Comdisco, as settlor, and by Robert Kelman, as sole trustee. The
beneficiaries of the Trust were various charitable organizations,
and the Trust was a tax-exempt organization.
C. Transfer of Mr. Parmentier’s Membership Interest to RD
Leasing in Exchange for Preferred Stock (Appendix F)
Mr. Parmentier transferred his 98-percent membership interest
in Andantech to RD Leasing pursuant to an Exchange Agreement dated
December 10, 1993. RD Leasing issued 6,150 shares of series A
preferred stock (the RD Leasing preferred stock) to Mr. Parmentier
in exchange for his 98-percent membership interest. Mr. Parmentier
thereafter withdrew as a member of Andantech, and RD Leasing was
admitted.
The RD Leasing preferred stock provided for a dividend at the
rate of 6.878 percent. The 6,150 shares of RD Leasing preferred
stock issued to Mr. Parmentier had a liquidation preference of
$615,000 (plus unpaid dividends). The 6,150 shares of preferred
stock had a value of 0.5 percent of the equipment’s purchase price
(approximately $122 million).
Mr. Parmentier agreed to hold the RD Leasing preferred stock
for 1 year (i.e., through December 10, 1994). RD Leasing, however,
was required to maintain a portion of its assets in “permitted
investments” (low-risk securities) sufficient to satisfy the
liquidation preference, including all accrued but unpaid dividends.
RD Leasing had the option to redeem the RD Leasing preferred stock
on or after January 1, 2000, at a price equal to the liquidation
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