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their ownership interests in all of PK Ventures’ subsidiaries
(i.e., SLPC, TBPC, TPC, and TPTC) to PK Ventures; and (3) Beason,
Cerosky, Grimmig, Kirkwood, Marshall, and McCarthy agreed to
transfer their ownership interests in PKVI LP to PK Ventures.
At the completion of the stock redemption on December 7,
1990, Kane and Rose were the only shareholders of PK Ventures,
with Rose owning 85.016 percent of PK Ventures’ outstanding
shares. Rose and PK Ventures also became the only owners of
PKVI LP. In sum, Beason, Cerosky, Grimmig, Kirkwood, Marshall,
and McCarthy transferred a 6.902-percent limited partnership
interest in PKVI LP to PK Ventures. Consequently, as of
December 7, 1990, PK Ventures owned a 1-percent general
partnership interest and the entire 29-percent limited
partnership interest in PKVI LP, and Rose owned a 70-percent
general partnership interest in PKVI LP.
As consideration for the stock redemption and purchases
described above, PK Ventures agreed to repay the Summit Trust
loan based on the following schedule: $400,000 on December 7,
1990, $50,000 within 9 months of December 7, 1990, and $550,000
within 1 year of December 7, 1990. In addition, PK Ventures
agreed to instruct Summit Trust to release a like amount of the
$1 million certificate of deposit that it held as collateral for
the Summit Trust loan to the receiving agent for the withdrawing
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