- 11 - 19. The day following Empak’s stock split, decedent in his capacity as Empak’s sole member on its board of directors adopted a resolution authorizing grants of incentive stock options and nonqualified stock options. It does not appear that any of these stock options were exercised before decedent’s death. On July 31, 1996, Empak distributed the stock of Emplast to decedent. In exchange for receiving 100 percent ownership of Emplast, 551,871 of decedent’s shares in Empak were canceled. This decreased decedent’s ownership interest in Empak to 5,134,629 shares, or 86.39 percent. Because some of decedent’s shares were canceled and ISA Trust did not participate in the distribution, ISA Trust’s ownership percentage in Empak increased to 13.61 percent. ISA Trust’s percentage holding of Empak had decreased after 1986 due to the redemptions of some of the Empak stocks held by the trust. 2. WCB Holdings In view of market conditions in 1996, Mr. Boyle determined that investors would be more likely to invest in Empak if the Bongard family members’ ownership interests were placed in a holding company. As of December 1996, decedent and ISA Trust held all of the Empak stock. Decedent had established the ISA Trust on May 23, 1986, with the assistance of John Fullmer (Mr. Fullmer) and Mr. Boyle. When ISA Trust was established, Messrs. Fullmer and Boyle were both attorneys with Larkin Hoffman, but inPage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011