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Somerville S Trust to contribute $19.8 million in cash to SMP in
exchange for a 99.5-percent common interest in SMP (to be held as
a Common I interest).
Mr. Lerner, as trustee of Somerville S Trust, executed a
document entitled “Assignment” dated December 10, 1996, in which
Somerville S Trust contributed $19.8 million in cash and
marketable securities to SMP.32
The members of SMP had the following membership interests in
SMP after December 11, 1996:
Common Preferred
Common Preferred capital capital
interest1 interest2 account account
CLIS 0% 36.76% $0 $1,875,000
Generale Bank 0 61.27 0 3,125,000
Somerville 99.50 0 19,800,000 0
Rockport 2.25 0.85 50,000 50,000
Lerner 2.25 0.85 50,000 50,000
1 The common membership interests in SMP do not add up to
100 percent.
2 The preferred membership interests in SMP do not add up to
100 percent.
32 Amendment No. 2 indicated that the $19.8 million in cash
and marketable securities would be held by Somerville S Trust
“for the sole and exclusive benefit of the LLC and that said
amount shall heretofore be deemed assigned to and owned by the
LLC.” It also indicated that on or before Dec. 31, 1997, this
amount plus interest would be paid to an account established in
the name of SMP.
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