Paul S. Lindsey, Jr. and Kristen L. Lindsey - Page 5

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          Neither Schall nor petitioner informed Hylland or Newell that               
          petitioner was suffering from a physical injury or physical                 
          sickness as a result of the dispute.  By the end of the meeting,            
          those present had negotiated a document titled “Issues to be                
          Resolved in Final Agreement”, which stated, in part:                        
               Upon effective closing of the contemplated Coast,                      
               Empire Energy, and SYN MLP transactions, NGC in                        
               resolution of all arrangements among NGC, SYN, and                     
               Empire Gas Corporation [EGC] would provide a cash                      
               payment of $20.0 million to Empire Gas and/or Paul S.                  
               Lindsey [petitioner].  In the event that Coast and                     
               Empire Energy acquisitions close and the MLP has not                   
               been effected by June 30, 1997 the cash payment in                     
               resolution of all arrangements shall be $15.0 million.                 
          The Termination Agreement                                                   
               On September 28, 1996, the dispute was resolved by the                 
          execution of a termination agreement.  The termination agreement            
          provided, in part:                                                          
               (e) NGC and Paul S. Lindsey, Jr. [petitioner]                          
               hereby agree that, in exchange for the written general                 
               release from Mr. Lindsey * * *, $2,000,000 of the                      
               Payment Amount shall be allocated to Mr. Lindsey, as                   
               the controlling shareholder of EGC, in settlement of                   
               his claims for tortious interference with contracts,                   
               for personal injury including injury to Mr. Lindsey’s                  
               personal and professional reputation and emotional                     
               distress, humiliation and embarrassment resulting from                 
               termination of the Synergy Acquisition documents, and                  
               Mr. Lindsey shall provide consulting services to NGC as                
               the parties may agree * * *                                            
          Petitioner or EGC proposed the split between petitioner and EGC             
          of the $20 million settlement that was initially agreed upon on             








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