Estate of Howard Gilman, Deceased, Bernard D. Bergreen and Natalie Moody, Executors - Page 8

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               The executors and the foundation decided to implement the              
          restructuring plan.  HG was organized on January 13, 1999.  The             
          foundation became its only member.                                          
               The restructuring was completed on January 14, 1999.  As a             
          result of the restructuring: (a) The Gilman businesses, except              
          for 77,000 acres of timberland already under contract of sale,2             
          were transferred from GIC to HG; (b) GIC, the sole member of HG,            
          merged into the foundation, making the foundation the sole member           
          and sole owner of HG; (c) Bergreen and Moody were the sole                  
          managers of HG, which gave them exclusive control over HG’s                 
          assets and their subsequent sale; and (d) HG and its subsidiaries           
          had legal title to all the assets previously held by GIC and its            
          subsidiaries other than 77,000 acres of timberland held by the              
               HG obtained a $250 million line of credit from NationsBank             
          to refinance and consolidate debt and to provide working capital            
          for the Gilman businesses.  After the restructuring, HG and its             
          subsidiaries began to sell the GIC assets and businesses except             
          for Gilman Building Products.                                               

               2 Before the restructuring, GIC transferred title to 77,000            
          acres of timberland to the foundation.                                      
               3 The foundation sold the 77,000 acres of timberland in Jan.           

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Last modified: May 25, 2011