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is not a member of the Huber family and does not own any Huber
stock individually.
In 1999, the Foster trust needed $213,000 to satisfy trust
expenses, including legal and accounting fees and reimbursement
for the estate taxes paid by the Raymond Foster estate. Mr.
Goetz and Ms. Zinn, as cotrustees, raised this cash through
several methods. One was a sale of shares to several other
family members and to a nonprofit organization at the E&Y value.
The cotrustees raised approximately $30,000 from these sales.
Erika Dade, one of Ms. Foster’s children and a beneficiary
of the Foster trust, as well as a purchaser of Huber shares from
the Foster trust, testified. She attends Huber’s annual meetings
and receives and reviews Huber’s quarterly reports and
communications from its divisions regarding the performances of
their business sectors. She has served as a nonvoting Huber
board member and sat on Huber’s audit committee. She regularly
speaks with Huber’s CEO, Mr. Francis (who also is her brother),
about the corporation. Further, she is knowledgeable about the
E&Y valuation and comfortable with the E&Y value. She
understands the methodology that E&Y used. To her knowledge, no
one has ever complained about the E&Y valuation. Ms. Dade is
aware that other shareholders were buying and selling at the E&Y
price and that the board was using the E&Y value to determine
their compensation and to measure the performance of Huber.
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Last modified: May 25, 2011