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Number of
Shareholder Common Shares Owned
Mr. Wechsler 160
Mr. Glickman 10
Mr. Zeeman 8
Mr. Solomon 2
Total 180
Mr. Glickman and Mr. Zeeman ceased to be employed by
petitioner on May 31, 1997. On August 1, 1997, petitioner
exercised its rights to purchase their common shares under stock
purchase agreements that it had negotiated with them, and it
offered them $97,286.59 a share for that stock.3 It further
offered to purchase their preferred shares for a price equal to
those shares’ stated redemption value of $1,000 a share, plus
accumulated accrued dividends. On August 1, 1997, petitioner
also offered to purchase Mr. Solomon’s common shares for
$97,286.59 a share. Mr. Solomon accepted petitioner’s offer and
petitioner redeemed his shares on August 7, 1997. Mr. Glickman
and Mr. Zeeman (and Mr. Zeeman’s estate after Mr. Zeeman’s death
on April 27, 1999) litigated in a New York State court
petitioner’s determination of a price for their common stock
under the stock purchase agreements. That litigation was settled
3 The stock purchase agreements between petitioner and Mr.
Glickman, Mr. Zeeman, and Mr. Solomon each generally provided
that petitioner would repurchase all of the individual’s common
shares upon his death or termination of employment with
petitioner at a price equal to the book value of those shares as
of the last day of the month preceding the holder’s death or
termination of employment.
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