- 39 -
ment and restated plan for settlement--Company only in his
capacity as a preferred stockholder of Stones, Inc.24
With respect to the issues relating to the trusts, the 1997
23(...continued)
and restated plan for settlement--trusts and estate in his
capacity as a preferred stockholder of Stones, Inc., because that
document provided:
E.E. Stone, III will convey or assign directly or
indirectly the preferred stock * * * to the Limited
Partnerships [ES4LP, RSMLP, and MSFLP] created as part
of the New Plan for Estate in accordance with the Chart
referenced in paragraph III.H. The preferred stock
shall be changed to eliminate its voting rights, or, if
not so changed at the time of the conveyance or assign-
ment, then the Children and Grandchildren shall use
their reasonable best efforts to persuade E.E. Stone,
III, in his capacity as General Partner of the respec-
tive Limited Partnerships, to consent to these changes.
24It was necessary for Mr. Stone to sign the 1997 amended
and restated plan for settlement--Company in his capacity as a
preferred stockholder of Stones, Inc., because that document
provided:
The Company shall offer to exchange the preferred
stock in Stones [Inc.] currently held by E.E. Stone,
III for new preferred stock in Stones [Inc.] which
shall be classified as non-voting stock in all events
(“New Preferred Stock”). * * *
The Company shall have the right beginning in 1999
and for each year thereafter to redeem New Preferred
Stock equal to 20% of the New Preferred Stock outstand-
ing on January 1, 1999 on a pro rata basis until all
New Preferred Stock has been redeemed. The New Pre-
ferred Stock if redeemed by the Company, in its sole
discretion, shall be redeemed based on a 1996 appraised
value of the preferred stock by Houlihan, Lokey, which
estimates the value of the 5,100 shares of preferred
stock at $4,462,500, so that the redemption price of
any redeemed share shall at all times be $875.00 per
share plus any dividends declared but not yet paid.
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