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at that meeting, Clend issued 500 shares in bearer form, as
follows: 210 shares, representing 42 percent of its outstanding
shares, in the form of Share Certificate No. 1 and the remaining
290 shares, representing 58 percent of the outstanding shares, in
the form of Share Certificate No. 2. Moshe Melnik’s trust was
credited with 290 shares and Zalman Melnik’s trust was credited
with 210 shares of Clend’s stock in the records maintained by
Bermuda Trust.
Pursuant to the stock purchase agreement, on a date that
does not appear in the record but which could not have been any
earlier than November 22, 1996,19 Moshe Melnik transferred 8,700
of his 11,600 HouTex shares to Clend in exchange for an annuity
to commence on January 1, 2008, when he attained the age of 57,
with quarterly payments of $226,401, payable until his death.
The HouTex shares that Moshe Melnik transferred to Clend pursuant
to the stock purchase agreement were valued at $3,480,000 for
purposes of computing the annuity amount.
18(...continued)
directors were apparently revised sometime after Dec. 12, 1996,
“to give effect to the appointment to” Mr. Maycock and Mr.
Wright. However, the copy of minutes in the record does not
indicate on its face that the minutes were revised on a later
date.
19Mr. Pennoni delivered the stock purchase agreements and
related stock certificates reflecting the sale of stock to Clend
to Mr. Maycock by courier on Dec. 2, 1996.
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