City Investing Company Liquidating Trust (Trust) provides that the Trust is organized for the sole purpose of liquidating the Trust Estate (the remaining assets and liabilities of City Investing Company) in a manner calculated to conserve and protect the Trust Estate, and to collect and distribute to the beneficiaries proceeds therefrom, in as prompt and orderly a fashion as possible, after the payment of, or provision for, expenses and liabilities.The Trustees are required to distribute to the beneficiaries cash or other property comprising a portion of the Trust Estate as the Trustees may, in their sole discretion, determine may be distributed without detriment to the ability of the Trust to pay or discharge claims, expenses, charges, liabilities and obligations.The City Investing Company Liquidating Trust (the 'Trust') was created on September 25, 1985, pursuant to an Agreement and Declaration of Trust ('Trust Agreement') by and between City Investing Company ('City') and the three trustees of the Trust ('Trustees').The Trust Agreement is governed by the laws of the State of Delaware.
Their holdings included Home Insurance Company, Federal Home Life Insurance Company, Rheem Air Conditioners, World Color Press, General Developemnt Corporation, Guerdon Industries, Motel 6, California Savings and Loan, and more. Due to financial problems they were forced to liquidate the company.Historical chart data and daily updates provided by Commodity Systems, Inc. Data and information is provided for informational purposes only, and is not intended for trading purposes.Neither Yahoo nor any of its data or content providers (such as Market Guide, CSI, etc.) shall be liable for any errors or delays in the content, or for any actions taken in reliance thereon. Boccher, Mudge, Rose, Guthrie, Alexander & Ferdon, Parsippany, NJ, for defendant Citizens and Southern Trust Co. Szuch, Pitney, Hardin Kipp & Szuch, Morristown, NJ, for defendant the Home Ins. Bank of Boston Law Office, Boston, MA, and Steven I. (Id.) City further required that GDC pay City, until City sold its holdings in GDC, monthly dividends in an amount up to 50% of GDC's after-tax net income. at ¶ 272.) Plaintiffs allege that the City Defendants, GDC, the Director Defendants and Cravath knew that the City Dividend was a fraudulent conveyance and illegal, that the fair saleable market value of GDC's assets was less than the amount required to pay its existing debts and that the dividend caused GDC to have further debts it could not pay. at ¶ 281.) Moreover, plaintiffs claim that the dividend was paid without fair consideration and with little to no stated capital. Laura Besvinick, Greer Homer & Bonner, Miami, FL, and Edward J. Kleinberg, Susan Epstein, Steven Hammond, Hughes, Hubbard & Reed, New York City, and Clyde A. Levi, Kornstein Veisz & Wexler, New York City, and Robert Klivane, First Nat. Not only was this a fraudulent conveyance, but it rendered GDC insolvent. at ¶¶ 268, 273.) The City Defendants knew that in order to satisfy the increased debt caused by the payment of the City Dividend, lot and house sales would have to increase 62% and 31% respectively. at ¶ 279.) In addition, the Inside Director Defendants, City and City Trust had the GDC Certificate of Incorporation amended so as to assure themselves that even with a minority ownership and representation in GDC, they would continue to control GDC. at ¶ 269.) In order to create the semblance of sufficient capital concurrently with payment of the City Dividend, the City Defendants had City "contribute" to GDC's capital account the million GDC "debt" due City under the tax sharing agreement in order to dress the GDC balance sheet to show strength after payment of the dividend. at ¶ 271.) Thus, City donated to GDC the cancellation of GDC's liability to City, which City itself had forced GDC to incur by the early recognition of revenue used to enable GDC to pay dividends to City in prior years. "Where Congress specifically authorizes nationwide service of process, a Federal District Court's jurisdiction encompasses the boundaries of the United States, and due process requires only a defendant in a federal suit have minimum contacts with the United States." Ginsburg v. This is Am Base's second bite at the litigation apple, its first bite having been taken in an action filed in the Delaware Chancery Court, see Am Base Corp. And defendant-appellee Lester Mantell has served as a Trustee of the Trust since its creation, had been a senior City officer before the Am Base spin-off, and served in several officer positions (including Treasurer and Chief Financial Officer) at Am Base from prior to 1985 until December 1996.