- 46 - of NSI Enterprises, the tax benefit lease, the RD stock, and the Decatur realty. Before August 31, 1996, Corisma had been an inactive subsidiary of NSI Enterprises. Concurrently with the conveyance of the Decatur realty to Corisma on August 31, 1996, NSI leased back the Decatur realty from Corisma under a net lease agreement for use by NSI’s Lithonia division. Beginning in the fall of 1996 through December 1, 1996, Meder (on NSI’s behalf) sought petitioner’s services in finding a buyer for Corisma and helping NSI to consummate a sale of Corisma’s shares to that buyer. On December 1, 1996, petitioner and NSI Enterprises executed a consulting agreement pursuant to which petitioner ostensibly would provide consulting services to NSI Enterprises and its corporate affiliates for a 3-year period ending November 30, 1999, in exchange for the $2.5 million fee, payable “in advance” (December 1, 1996) at the inception of the NSI Enterprises-petitioner consulting agreement. As of the conclusion of the December 2, 1996, debt conversion transaction, aside from CKH’s 100-percent stock ownership interest in CKS, CKH did not have any significant assets. Koehler held 91 percent of CKH’s outstanding common stock and Crispin held the remaining 9 percent. Petitioner held a large preferred stock interest in CKH. Koehler estimated that petitioner’s CKH preferred stock represented 98 percent of thePage: Previous 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 Next
Last modified: May 25, 2011