Zalman Melnik and Lea Melnik - Page 7

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          a foreign trust, a foreign corporation, or an Alaska trust.  Mr.            
          Pennoni explained to Moshe Melnik the advantages and                        
          disadvantages of each scenario.                                             
               After Mr. Pennoni had reviewed the alternatives with the               
          Melniks, the Melniks, on a date that does not appear in the                 
          record, chose a transaction in which they would sell part of                
          their HouTex stock to a foreign corporation owned by foreign                
          trusts in exchange for annuities.  The Melniks were concerned,              
          however, that their money would not be secure in a foreign                  
          corporation owned by foreign trusts.  Mr. Pennoni had dealt with            
          three trust companies in the past.  From those, he selected the             
          Bermuda Trust Co. (Bermuda Trust), a subsidiary of the Bank of              
          Bermuda, to set up the transaction.6                                        
               Mr. Pennoni also suggested that the Melniks obtain a second            
          legal opinion about using foreign trusts.  He referred the                  
          Melniks to Carlos Kepke, an attorney who formerly practiced with            
          Mr. Pennoni’s firm and who also utilized foreign trusts in                  
          planning transactions.  Moshe Melnik testified that Mr. Kepke               
          assured him that foreign trusts were safe and that the Melniks              
          would receive their annuity payments.                                       



               6To allay the Melniks’ concerns about using foreign trusts,            
          Mr. Pennoni introduced the Melniks at some point to David                   
          Richardson, a Bermuda Trust trust officer.                                  






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