- 7 -
C. Payment to Petitioner for His Green Hills Stock
1. Adjusted Purchase Price
Green Hills hired an accountant to compute the adjusted
purchase price pursuant to the corrected partial final award.2
The accountant estimated the adjusted total purchase price for
petitioner’s shares to be $42,862,230.95 as of October 15, 2000.
2. Delivery and Deposit of Payment
On October 13, 2000, O’Dowd delivered checks to petitioner
in the amounts of $32,585,388 and $9 million as payment for
petitioner’s shares in Green Hills. Both checks were dated
October 13, 2000. The face and endorsement areas of each check
indicated that the check was not valid if presented for payment
after October 23, 2000. O’Dowd drafted a receipt for the checks
that read in pertinent part: “Receipt of * * * [checks]
aggregating $41,585,388 as payment for all of the shares of Glenn
Hightower in Green Hills Software, Inc. is hereby acknowledged.”
Petitioner crossed out the phrase “as payment for all of the
shares of Glenn Hightower in Green Hills Software, Inc.”, signed
the receipt, and deposited the checks in an interest-bearing bank
2 The accountant computed the adjustment by, among other
things, subtracting $3,163,484 of dividends paid in 1998 and 1999
and adding .1367/.7070 of $6,251,054 total ordinary taxable
income for 1998 and 1999, and .1367/.7070 of $3,494,666 estimated
ordinary taxable income for 2000 through Oct. 15, 2000. The
payment to petitioner was increased by approximately the amount
of petitioner’s Federal income tax on a distributive share of
income from Green Hills. See par. B. in Opinion, below.
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