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parties (the formation of Andantech, the sale-leaseback of the
equipment between Comdisco and Andantech, the sale of the Comdisco
rents to NationsBank, and the contribution by Mr. Parmentier of his
interest in Andantech to RD Leasing) were but transitory steps.
All the legal documents relating to the transactions,
including the sale of the Comdisco rents, were negotiated and
reviewed by NEFI; and all profit and cashflow projections were
based on the assumption that a U.S. company would invest $15
million. We are unable to glean from the record that Messrs.
Parmentier and de la Barre d’Erquelinnes ever contemplated making
(and there is no evidence that they had the means to make) a $15
million investment. (On the other hand, NEFI bore the risk of loss
of its $15 million investment.) Moreover, the financial
projections never evaluate the transaction on the basis of the
initial contributions made by Messrs. Parmentier and de la Barre
d’Erquelinnes. Simply put, we are of the opinion that Messrs.
Parmentier and de la Barre d’Erquelinnes never intended to place
their funds at risk. They withdrew their minimal contributions as
soon as practicable and before transferring their interests to RD
Leasing and EICI. It is obvious to us that Mr. Parmentier’s only
concerns in entering into the arrangement were to ensure that he
would not be taxed on the sale of the Comdisco rents and that he
would profit from his receipt of the preferred stock. Neither Mr.
Parmentier nor Mr. de la Barre d’Erquelinnes had any of the
benefits or burdens associated with the sale-leaseback transaction.
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