Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 39

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            Prudential would not be paying anything for the 50-percent PMS                              
            stock interest, Schnitzer hoped that this would result in                                   
            Prudential’s awarding PMS a large number of additional property                             
            management contracts.  Ballard informed his superiors at                                    
            Prudential of Schnitzer’s offer.                                                            
                  Initially, Prudential was interested in Schnitzer’s offer.                            
            Schnitzer was invited to Prudential’s Newark, New Jersey,                                   
            corporate headquarters for further meetings and discussions with                            
            Prudential’s management.  Schnitzer met with Prudential’s senior                            
            executives and corporate headquarters staff, including                                      
            Prudential’s chairman, and with Donald Knab (who headed                                     
            Prudential’s real estate department).  Prudential was                                       
            particularly interested in standardizing the reports it received                            
            on the operating results of its various commercial real                                     
            properties around the country.  However, Prudential ultimately                              
            declined Schnitzer’s offer, because of the substantial number of                            
            pension plans whose real estate investment accounts Prudential                              
            managed.  Prudential believed that having an ownership interest                             
            in PMS might be a potential conflict of interest and might                                  
            present problems under the pension laws.                                                    
                  Although Prudential declined Schnitzer’s offer, from 1974                             
            through late 1977, PMS’s property management business increased                             
            substantially, with Prudential being PMS’s biggest customer.                                
            Pursuant to Schnitzer’s discussions with Prudential’s management                            




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