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On November 16, 1993, legal counsel for NMG sent a letter to
each of the donees enclosing a warrant purchase and sale
agreement, pursuant to which each donee would agree to sell its
reissued warrant to WCP. The letters requested that each donee
sign the agreement and return it for receipt by NMG’s legal
counsel on November 18, 1993. The donees each signed a warrant
purchase and sale agreement dated November 19, 1993, in which
they agreed to sell their reissued NMG warrants to WCP for
$7,598.48 per share on or before December 31, 1993.
On November 22, 1993, NMG, NMG’s stockholders, and WCP
executed an agreement for the purchase of all the issued and
outstanding stock of NMG at a stated purchase price of $31
million allocated among the shares of stock and the warrants.
WCP acquired all the issued and outstanding stock of NMG and all
the issued and outstanding warrants to purchase NMG stock in a
transaction that was closed on December 22, 1993. Pursuant to
this transaction, the holders of the reissued warrants sold those
warrants and received the following consideration:
Number of Price Per Total
Warrantholder Shares Share Consideration
Univ. of St. Thomas 260.00 $7,598.48 $1,975,604.80
Marquette Univ. 130.00 7,598.48 987,802.40
Mayo Foundation 190.00 7,598.48 1,443,711.20
Archdiocese 190.00 7,598.48 1,443,711.20
Arbeit 2.14 7,598.48 16,260.75
Each of the donees filed a Form 8282, Donee Information
Return, with its Federal income tax return for 1993, in which
each reported November 12, 1993, as the date it received its
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Last modified: May 25, 2011