- 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 in
Page: 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