V.R. DeAngelis M.D.P.C. & R.T. Domingo M.D.P.C., V. R. DeAngelis M.D.P.C., Tax Matters Partner, et al. - Page 21




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               B.  Decision to Join Plan                                              
               On December 20, 1993, Dr. DeAngelis decided on behalf of               
          VRD/RTD to join the STEP plan and to provide coverage thereunder            
          for the participating doctors and for Ms. Quinn.  Dr. Borrero               
          declined to participate in the STEP plan after hearing the                  
          presentation of the representatives of STEP.  Dr. Capizzi                   
          initially expressed an intent to participate in the STEP plan but           
          subsequently decided not to participate in the plan.                        
               C.  Illustrations                                                      
               In or about late 1993, Mr. Rapp provided Drs. DeAngelis and            
          Domingo with life insurance policy illustrations reflecting                 
          varying amounts of life insurance benefits and premium costs.               
          Mr. Rapp informed Dr. Domingo that his projected severance                  
          benefit after 5 years would be $253,000 if he made two annual               
          contributions of $225,000 and that the projected benefit would              
          increase annually by approximately $238,000 for each additional             
          $225,000 contribution that he made annually beginning in year 3.            
          Mr. Rapp informed Dr. DeAngelis that his projected severance                
          benefit after 3 years would be $312,000 if he made two annual               
          contributions of $300,000 and that the projected benefit would              
          increase by approximately $320,000 for each additional $300,000             
          contribution that he made annually beginning in year 3.                     










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