PK Ventures, Inc. and Subsidiaries, et al. - Page 94

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          The voting trust was to last for 21 years from February 16, 1990,           
          unless terminated earlier by the death, resignation, or                     
          incapacity of Rose.                                                         
               Also on February 16, 1990, Kane, Kane Jr., Krutoy, and                 
          Mannello executed documents entitled “Assignment” whereby they              
          agreed to transfer all of their respective interests in PKVI LP             
          to PK Ventures.  In sum, they transferred a 17.748-percent                  
          limited partnership interest in PKVI LP to PK Ventures.  With               
          that transfer, PK Ventures held a 22.098-percent limited                    
          partnership interest and a 1-percent general partnership interest           
          in PKVI LP.                                                                 
               PK Ventures satisfied its obligation to Norstar with the               
          $800,000 loan that it received from Rose.  PK Ventures repaid               
          this loan by making various cash payments to Rose and to First              
          Fidelity.                                                                   
               On December 7, 1990, a document entitled “Stock Redemption             
          Agreement” was executed by Cerosky (as a holder of an interest in           
          PKVI LP), the shareholders of PK Ventures (i.e., Beason, Grimmig,           
          Kane, Kane Jr., Kirkwood, Krutoy, Mannello, Marshall, McCarthy,             
          and Rose), and PK Ventures.  Under the terms of the Stock                   
          Redemption Agreement, (1) PK Ventures agreed to redeem a total of           
          5,295 shares of its stock from the shareholders of PK Ventures              
          other than Rose (the withdrawing shareholders); (2) the                     
          withdrawing shareholders agreed to sell, assign, and transfer               






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