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HomeMy WebLinkAboutContracts & Agreements_32-68WRITTEN CONSENT OF SHAREHOLDERS TO ADOPTION OF PLAN OF COMPLETE LIQUIDATION AND TO WiiNDING UP AND DISSOLUTION OF BIG BEAR DEVELOPMENT COMPANY The undersigned, who owns the number of shares set forth below, hereby consents to the adoption by BIG BEAR DEVELOPMENT COMPANY (herein "Company") of a plan of liquidation and to the winding up and dis- solution of the Company, all as set forth in a resolution of the Board of Directors of Company adopted on December 10, 1968, entitled, "Resolution of Board of Directors of Big Bear Development Company Adopting Plan of Complete Liquidation}." The undersigned specifically consents to the sale of properties referred to in said resolution, and the undersigned acknow- ledges having received a copy of said resolution. This written consent may be signed in one or more counterparts, and when counterparts have been signed by holders of more than a majority of the issued and outstanding shares of Company, shall constitute the con- sent of said shareholders to its winding up and dissolution and to the liqui- dation of the Company pursuant to said plan of liquidation. THE CITY OF REDLANDS *Signature of S reholder(s) � Date No. of Shares By/j/e //d By , i.tY Clerk) ? v? `% f �, *Please. execute this form in the name(s) appearing on the envelope in which you received this form. If the shareholder is a corporation, please have the form signed by the president or a vice president and the secretary or an assistant secretary of the corporation. If the shareholder is a partnership, have the form signed by the number of partners who are authorized to transact business on behalf of the partnership. If the person to whom the form has been directed is deceased, have the form signed by the executor or administrator of his estate unless the shares are held in joint tenancy. In the latter case have the consent signed by the surviving joint tenant(s) . S' } December 10, 1968 To the Stockholders of Big Bear Development Company: Lands to be Sold The Company owns lands at Big Bear Lake and in Santa Ana Canyon, some of which are leased, and others are not. The Board of Directors has developed a plan of liquidation under which all of the Company lands will be sold and the Company will be liquidated, all within a twelve month period. Sale of Unleased Land Concord Investment Company has agreed to buy all of the unleased land for $4, 000, 000.00. The entire purchase price will be paid in cash on January 6, 1969. Sale of Leased Land The.Company will sell so much of its leased land as it can prior to August 31, 1969. All sales will be for cash, and the Company hopes to derive at least $1, 000, 000.00 from such sales. Concord Investment Company has agreed to buy _ for cash any leased land which the Company does not otherwise sell. Should the Company be unable to sell any of the leased land (which seems unlikely) the total amount agreed to be paid by the Concord Investment Company for the leased land is $ 75 0, 000.00 . Liquidation of Company Our tax advisers say that if the shareholders approve a plan of liquidation of the Company before any of these sales are made, and if the Company can make the sales and make complete distribution to stockholders of the sales proceeds within twelve months from the date that the plan of liquidation is adopted, the Company will not be subject to any income taxes on account of the sales. Distributions to Shareholders - The exact amount which will be -distributable to shareholders cannot be defi- nitely determined until the sales are made. However, the Board of Directors be- lieves that the amount will exceed $10.00 per share. Distributions to shareholders in most instances will be taxed as long term capital gains. Bear Valley Mutual Water Companx Not Involved This in no way is related to any Bear Valley Mutual Water Company shares which you own. You will recall that you received five shares of Big Bear Develop- ment Company stock for each share of Water Company stock and that you continue to own the Water Company stock . Consent of Shareholders Enclosed is a copy of the plan of liquidation. The approval of shareholders holding more than a majority of the issued and outstanding shares of the Company is required to place the described plan of liquidation into effect. Enclosed is a form of "Written Consent of Shareholder to the Adoption of a Complete Plan of Liqui- dation of Big Bear Development Company and to its Winding Up and Dissolution." IF YOU APPROVE THE PLAN, PLEASE SIGN AND RETURN THE WRITTEN CONSENT to the Company in the enclosed stamped envelope. If the Plan is to be adopted, it must be approved by the stockholders BEFORE DECEMBER 26, 1968. Board of Directors BIG BEAR DEVELOPMENT COMPANY RESOLUTION OF BOARD OF DIRECTORS OF BIG BEAR DEVELOPMENT COMPANY ADOPTING PLAN OF COMPLETE LIQUIDATION RESOLVED, that in the judgment of the Board of Directors of BIG BEAR DEVELOPMENT COMPANY, a corporation (herein "'Corpora- tion") it is deemed advisable and for the benefit of the Corporation and its stockholders that it should be liquidated and dissolved. RESOLVED, FURTHER, that subject to approval of the stock- holders of the Corporation holding more than a majority of the issued and outstanding shares of the Corporation, and effective with the date of such approval, a plan of liquidation be and it hereby is formulated to effect such liquidation and dissolution in accordance with the following resolutions RESOLVED, FURTHER, that the officers of the Corporation be and they hereby are authorized to sell or otherwise liquidate any and all of the properties of the Corporation which, in their judgment, should be sold or liquidated to facilitate the liquidation of the Corporation and in this regard the officers are specifically authorized to enter into an escrow agreement to be dated December 10-, 1968, under which substan- tially all of the unleased lands of the Coompany shall be sold to CONCORD INVESTMENT COMPANY, or its nominee, for Four Million Dollars ($4, 000, 000) payable in cash on or before January 6, 1969, and to enter into an escrow agreement to be dated December 10, 1968, for the sale of such of the leased lands of the Corporation that Corporation has not otherwise sold prior to August 31, 1969, for cash at sales prices equal to the "income Value" of such leased lands shown on that certain Report prepared by Transwestern Land Research and Development Company, dated October, 1968. RESOLVED, FURTHER, that after providing for all proper debts of _ the Corporation, the remaining assets of the Corporation be distributed to the stockholders of the Corporation. RESOLVED, FURTHER, that the action provided for in the foregoing resolutions providing for the complete liquidation and distribution of its assets be commenced as soon as practicable and that such assets be dis- tributed and dissolution be completed as soon as practicable, but in no event later than the termination of a twelve month period commencing with the date of stockholder approval of this plan of complete liquidation. RESOLVED, FURTHER, that the officers of the Corporation be, and they hereby are, authorized and directed to pay all such fees and taxes and to do or cause to be done all such other acts and things as they may deem necessary or proper in order to carry out the liquidation and dissolution of the Corporation and fully to effectuate the purposes of the foregoing resolutions . A WRITTEN CONSENT OF SHAREHOLDERS TO ADOPTION OF PLAN OF COMPLETE LIQUIDATION AND TO WINDING UP AND DISSOLUTION OF BIG BEAR DEVELOPMENT COMPANY The undersigned, who owns the number of shares set forth below, hereby consents to the adoption by BIG BEAR DEVELOPMENT COMPANY (herein "Company") of a plan of liquidation and to the winding up and dis- solution of the Company, all as set forth in a resolution of the Board of Directors of Company adopted on D eceriber 10, 1968, entitled, "Resolution of Board of Directors of Big Bear Development Company Adopting Plan of Complete Liquidation." The undersigned specifically consents to the sale of properties referred to in said resolution, and the undersigned acknow- ledges having received a copy of said resolution. This written consent may be signed in one or more counterparts, and when counterparts have been signed by holders of more than a majority of the issued and outstanding shares of Company, shall constitute the con- sent of said shareholders to its winding up and dissolution and to the liqui- dation of the Company pursuant to said plan of liquidation. *Signature of S hareholder(s) D ate N o . of Shares *Please execute this form in the name(s) appearing on the envelope in which you received this form. If the shareholder is a corporation, please have the form signed by the president or a vice president and the secretary or an assistant secretary of the corporation. If the shareholder is a partnership, have the form signed by the number of partners who are authorized to transact business on behalf of the partnership. If the person to whom the form has been directed is deceased, have the form signed by the executor or administrator of his estate unless the shares are held in joint tenancy. In the latter case have the consent signed by the surviving joint tenant(s) .