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preference (plus unpaid dividends), provided that RD Leasing had
funds legally available for payment. The holder of the RD Leasing
preferred stock had the option to require RD Leasing to redeem the
RD Leasing preferred stock on or after January 1, 1999, at a price
equal to the liquidation preference (plus unpaid dividends),
provided RD Leasing had funds legally available for payment.
The holder of the RD Leasing preferred stock did not have
voting rights, except upon the occurrence of certain specified
voting rights events, as defined in the terms of the RD Leasing
preferred stock. Such events included the failure to make the
required redemption of the RD Leasing Preferred Stock and the
failure to maintain investment assets at specified levels. Upon
the occurrence of such an event, the holder of the RD Leasing
preferred stock would have a right, voting with the common stock,
to cast in the aggregate 21 percent of the total votes cast by all
stockholders.
VII. Repayment of Bank Loan (Appendixes F and G)
Mr. Parmentier’s transfer of his 98-percent membership
interest in Andantech on December 10, 1993, triggered a mandatory
acceleration of the bank loan.
UBS informed Andantech that the payoff amount on the bank loan
was $15,119,777.60 and requested that this amount be wired on
December 10, 1993, to the account of UBS at the Federal Reserve
Bank in New York.
Andantech received the cash needed to repay the bank loan from
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