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TRCPA

01/19/12 8:33 AM

#35431 RE: rj2 #35429

RJ......the majority wants you to be over-concerned with what they think......not for your own good, necessarily......but mainly because they want you to remain a part of them.
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Fasctrack

01/19/12 8:48 AM

#35432 RE: rj2 #35429

RJ,

Regarding Cal's estate, in all likelihood, there was a shareholder agreement that governed the disposal of the shares. Without being able to review that, I can tell you from experience that a properly drafted S/A would provide life insurance as a funding mechanism but if insurance was not available, there is almost always a structured buyout - meaning the Estate is paid out over a term of years. This is usually done to smooth out cash flow and not saddle the company with a huge, immediate cash outlay. Of course, the Estate and the company are free to negotiate different terms and conditions of a buyout so long as both parties agree. With FASC seemingly on the verge of a break-out in price (hopefully a long, sustained run-up), I can't imagine that the Estate would be pushing hard for disposal of the shares at this juncture. I would think that the Estate has been briefed on the circumstances and they have come to terms on a buyout. Obviously it is in the estate's best interest to maximize the proceeds from disposal of the shares. Furthermore, if there are other beneficiaries involved besides Cal's wife, the executor has a legal duty to act in a prudent manner to dispose of the shares so as to maximize the value. Pushing the company to purchase the shares now would not be prudent and could have a severe detrimental impact on the company's ability to survive. If Cal's wife is truly destitute, I am sure that have worked something out knowing what is coming. All IMHO!