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Record No. 6009 iiJPRfMF COURT OF iW

EXHIBITs a ECEIVEn

CLERIQ

INTHE . IVEU RICH 40NO VIRGINIA

Supreme Court of Appeals of Virginia AT RICHMOND

TELEPHONES, INC.

versus

FRANK G. LaPRADE, ET AL., ETC., ET AL.

LEONARD G. MUSE WOODS, ROGERS, MUSE & W ALKEH 105 Franklin Road, S. "''f.,T. Roanoke, Virginia

EDWARD L. BREEDEN, JR. BREEDEN, HOWARD & MacMILLAN 612 Virginia National Bank Building Norfolk 10, Virginia

Counsel for Appellant

INDEX TO EXIDBITS Record No. 6009

Page

Exhibit "A", Last "\\Till and Testament of Burgie Lee Fisher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Exhibit A-1, Letter of Telephones, Inc.. to Hern1an A. Fischer, dated January 30, 1962 . . . . . . . . . . . . . . . . . . 16

Exhibit ''A", Letter of Telephones, Inc. to 1\tiessrs. Frank G. LaPrade, et al., dated January 30, 1962. . 19

Exhibit '' A-1 ", Letter of Telephones, Inc. to 1\tiessrs. Frank G. LaPrade, et al., dated January 30, 1962 . . 20

Exhibit A2, Letter of Telephones, Inc. to Board of Trust-ees of Asbury Theological Seminary, dated January 30, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Exhibit A3, Letter of Telephones, Inc. to Harold E. Stockburger, etc., dated January 30, 1962 . . . . . . . . . . 25

Exhibit ''A'', Letter of Telephones, Inc. to 1\fessrs. Frank G. LaPrade, et al., dated January 30, 1962 . . 28

Exhibit B1, Assig11ment to Telephones, Inc. by Wheaton College, dated Feb. 13, 1962, and by Moody Bible Institute of Chicago, dated 2/13/62 . . . . . . . . . . . . . . 29

Exhibit B2, Assignment and Agreement between Asbury Theological Seminary and Telephones, Inc., dated Feb. 13, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Exhibit B3, Assignment to Telephones by l\tioody Bible Institute, dated February 13, 1962 . . . . . . . . . . . . . . . . 32

Exhibit C1, Agreement between Wheaton College and Telephones, Inc., dated ]\{arch 28, 1962, and note . . 33

Exhibit C2, Agreement between Asbury Theological Sentinary and Telephones, Inc., dated March 21, 1962, and note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Exhibit C3, Agreement between Moody Bible Institute and Telephones, Inc., dated March 28, 1962, a:p.d- Note 41

Complainants Exhibit No. 27, Form for withholding stock purchase from salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Complainants Exhibit No. 28, Purchase Order Form . . 46 Complainants Exhibit No. 29, Salary scale of F. G. La

Prade, January 1, 1937-Dec. 31, 1962 . . . . . . . . . . . . 47 Complainants Exhibit No. 30, Salary scale of Garland T.

LaPrade, January 1, 1937-December 31, 1962 . . . . 48 Complainant's Exhibit # 19, consisting of six letters of

Telephones, Inc. to the following: Board of Trustees of Asbury Theological Seminary

dated February 1, 1962 . . . . . . . . . . . . . . . . . . . . . . 49 Board of Trustees of Asbury Theological Seminary

dated January 30, 1962 . . . . . . . . . . . . . . . . . . . . . . 49

Page

Harold E. Stockburger, Chairman etc., dated Feb-ruary 1, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Harold E. Stockburger, Chairman, etc., dated Jan-uary 30, 1962 ............ ~ . . . . . . . . . . . . . . . . . 53

Herman A. Fischer, Chairman, etc., dated February 1, 1962 . 0 ••• 0 • 0 0 0 0 0 0 0 0 0 0 ••••••• 0 0 0 0 0 0 0 0 0 0 • 0 0 56

Herman A. Fischer, Chairman, etc., dated J a.nuary 30, 1962 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0. 0 0 0 0 0 0 0 0 0 0 0. 0 0 0 56

Complainant's Exhibit-Answer filed in Circuit Court of Henry County, May 8, 1963 . . . . . . . . . . . . . . . . . . . . . . 59

Plaintiff Exhibit No. 1-Letter of Kennon C. "Whittle to Bertel T. Malmquist, dated Feb. 6, 1962 . . . . . . . . . . 61

Plaintiff Exhibit #6 consisting of three letters: From Campbell, Clithero, Fischer & Guy to Frank

G. LaPrade, et al., Executors etc. of 1/31/62. . 62 From Telephones, Inc. to Frank G. LaPrade, et al.,

Executors, etc., of 1/30/62 . . . . . . . . . . . . . . . . . . 63 From Telephones, Inc. to F. G. LaPrade dated

1/30/62 0 0. 0 0 0 0 0 0 0 •••• 0 0. 0 0 0. 0 ••••• 0 0 0 0 0 0... 64 Plaintiff Exhibit No. 11, Confirmation telegram of West-

ern Power & Gas Company to Frank LaPrade, et al. 65 Plaintiff Exhibit No. 12, Telegram of Western Power &

Gas Companv to Frank J.JnPrade, of 2/8/62 . . . . . . 66 Plaintiff Exhibit No. 13, Telegram of Frank G. LaPrade,

et al., Executors, etc. to 'V estern Power & Gas Co.,. . 67 Plaintiff's Exhibit No. 14, consisting of three letters:

From Telepltones, Inc. to F. G .. LaPrade, dated 2/3/62 ... 0 ••• 0 •• 0 0 0 0 •• 0 0 0 0 0. 0 ••• 0 0 0 0. 0. 0 0. 0 67

From Telephones, I11c. to Board of Trustees of Asbury Theological Seminary, dated 2/1/62 . . . . 68

From Telephones, Inc. to Board of Trustees of Asbury Theological Seminary, dated 1/30/62 . . . . 69

Exhibit "A", consisting of four letters of Telephonp~ Inc., to the following: Messrs. Frank G. LaPrade, et nl., Executors, ete.

dated January 30, 1962 . . . . . . . . . . . . . . . . . . . . . . 71 Mr. F~ G. LaPrade, dated January 30, 1962 . . . . . . . . 72 Mr. Herman A. Fischer, dated February 1, 1962 . . 73 Mr. Herman A. Fischer, dated ,JanuarY 30, 1962 . . 74

Exhibit "A", consisting of four letters of Telephones. Inc., to the following : 1\fessrs. Frank G. LePrade, et al., Executors, etc.,

Dated January 30, 1962 . . . . . . . . . . . . . . . . . . . . . 76 Mr. F. G. LaPrade, dated ,J nnuary 30, 1962 . . . . . . . . 77

Page

Mr. Harold E. Stockburger, Chairman, etc., dated February 1, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

Mr. Harold E. Stockburger, Chairman, etc., dated January 30, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

Exhibit ''A'', consisting of two letters of Telephones, Inc., to the following:

Messrs. Frank G. LaPrade, et al.. Executors, etc., dated January 30, 1962 . . . . . . . . . . . . . . . . . . 81 Mr. F. G. LaPrade, dated January 30, 1962 . . . . 82

Plaintiff Exhibit No. 18-Agreement of Sale between Western Power & Gas Company and Frank G. LaPrade, et al., Executors, etc., dated February 9, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

Cpl 's X 21 ID-Letter of Berthel T. Malmquist, et al. to Asbury Theological Seminary of Feb. 13, 1962 . . . . 85

Cpl 's X 22 ID-Letter of Telephones, Inc. to Board of Trustees of Asbury Theological Seminary of 1/31/62 86

Cpl's X 23 ID-Letter of Harbison, Kessinger, Lisle & Bush to Walter I. Deffenbaugh, dated 4/11/62 . . . . 87

D. E-3-Review of operations of Telephones, Inc. . . . . . . 90 Deft's Telephones X 9 ID-Letter of Campbell, Clithero,

Fischer & Guy to Frank G. LePrade, et al. etc. dated January 31, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

Deft's Telephones X 10 ID-Letter of Mood~,. Bible Insti-tute to W. R. Broaddus, Jr., of 2/2/62 . . . . . . . . . . . . 95

Defts Telephones X 11 ID-Letter of Moody Bible Institute to Frank G. LaPrade, et al., etc., of February 2, 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

Defts Telephones X 12 ID-Letter of Campbell, Clithero and Fischer toW. R.. Broaddus, Jr., of Feb. 6, 1962.. 97

Deft Telephones X 13 ID-Letter of Pope, Ballard, Uriell, Kennedy, Shepard & Fowle to Frank G. LaPrade, et al., etc., of February 6, 1962 . . . . . . . . . . . . 98

Defendant's Exhibit #14-Consisting· of various court papers, etc., filed in the Circuit Court of Henry County, as follows: Proof of Service filed 11/19/59 . . . . . . . . . . . . . . . . . . 100 Petition of Frank G. LaPrade, et al.. etc. filed

10/26/59 ........................ : . ......... 101 Answer of Asbury Theological Seminary, filed

11/19/59 ................................... 105 Proof of Service, filed 11/19/59 . . . . . . . . . . . . . . . . . . 106 Answer of Columbia Bible College, filed 11/19/59. . 107 Resolution of Board of Directors of Columbia Bible

College of 9/16/59 .......................... 108

Page

Assignment of Interest of Columbia Bible College filed 11/19/59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

Proof of Service, filed 11/19/59 . . . . . . . . . . . . . . . . . . 111 Answer of Moody Bible Institute of Chicago, filed

11/19/59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112 Proof of Service filed 11/19/59 .................. 113 Answer of the Trustees of "'\Vheaton College filed

11/19/59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114 Deft. Exhibit #14A-Order and Decree entered by the

Circuit Court for Henry County 12/19/59 .......... 115

IN. THE

Supreme Court of Appeals of Virginia . AT RICHMOND

Record No. 6009

''EXHIBIT A''

KNOW ALL MEN BY THESE PRESENTS:

I, Burgie Lee Fisher of Martinsville, Henry County, Virginia, do make this my last will and testament, hereby revoking all wills and codicils which I have heretofore made.

ARTICLE I

I bequeath to my wife, Cora Lee Fishe.r, if she survives me, all of my personal effects, household furniture, library, jewelry, works of art, chinaware, silverware, automobiles for personal use, and all other tangible personal property in, around about, or used in connection with our residence, but not includh~g tangible personal property, which is used in the operation of my farms, even though the same is in, around or about our residence. I direct that my e.xecutors shall be sole judges of what tangible personal property is used in the operation of my farms, no matter where the same may be located, and their decisions on same shall be final and conclusive. If my wife does not survive me, the tangible personal property herein attempted to be disposed of, shall be sold by my Executors and the proce.eds thereof to be added to my residuary estate.

ARTICLE II

I give, devise and bequeath to my Trustees, hereinafter named, my farms, situated south of Martinsville, Henry County, Virginia, located on Marrowbone Creek and known as Fisher's Farms, including all buildings, trucks machinery, crops, animals and equipment of any kind located thereon; this devise to include all land which is operated as part of these farms at my death, whether acquired by me as part of the original purchase or thereafter, and whether or not con-

2 Supreme Court of Appeals of Virginia

tinguous to any other land included in these farms; and the judgment of my Executors as to the includibility of any realty or personality under this article shall be final, JN TRUST, NEVERTHELESS, for the following uses and purposes:

(A) If my wife survives me, I give, devise and bequeath to her the right to use, rent free, during her lifetime, the main residence situated on the said farms.

(B) If my sister Minnie I. Boone survives me, and if at my death she is occupying a building on the said far·ms as a home, I give, devise and bequeath to her the right to use, rent free, the said building during her lifetime.

(c) My wife andjor my sister shall not be required to give any bond or other security for or in conne.ction with their use of the respective properties and neither shall be liable for any loss or damage thereto. My Trustees shall pay taxes on and keep in good repair said residences.

(D) My Trustees are to hold and operate the said farms and to do any and all things deemed needful or appropriate, without liability for loss resulting from the operation of the farms except for their own negligence; and, subject to the provisions of Sections (A) and (B) of this Article II, to sell, at public or private sale, the said farms, including all buildings, machinery, growing crops, animals and equipment of any kind located thereon, at such time and upon such terms· and. conditions, without the necessity of obtaining leave of any court, as to them it shall seem best, and to transfer and convey the. said farms to the purchaser, and no purchaser shall be held liable to see to the application of any purchase money. The proceeds from such sale shall be. added to my residuary estate and be administered and distributed as provided in Article VIII of this will.

I give and bequeath :

(A) The sum of One Thousand ($1,000.00) Dollars, to my half-sister, Altha Prillaman, if she is living at the time of my death;

(B) The sum of One Thousand ($1,000.00) Dollars, to my half-sister, Cornelia Stone, if she is living at the time of my death;

Telephones, Inc., v. Frank G. LaPrade 3

(C) The sum of Two Thousand ($2,000.00) Dollars, to my sister, Minnie I. Boone, if she is living at the time of my death.

·ARTICLE IV

If my grand-niece, Caroline Fisher, survives me and at the date of my death is under twenty five (25) years of age, I give and bequeath to my Trustees, hereinafter named the sum of Ten Thousand ($10,000.00) Dollars, IN TRUST, NEVERTHELESS, for the following uses and purposes: To hold, invest and reinvest the same and to collect the income therefrom, and to pay over or use, apply and expend whatever part or all of the net income or principal, or both, thereof they, in their sole discretion, shall deem proper or necessary for the support, maintenance and schooling of my saidgrand-niece, and for medical, surgical, hospital or other institutional care. When Iny grand-niece attains the age of twenty-five (25) years, my Trustees are directed to pay over to her, free of trust, the then principal of this trust. If my gTnnd-niecc shall die before attaining the age of twenty five (25) years, the then principal of this trust is to be distributed ns provided in Article VIII of this will. If my grand-niece shall have attained the age of twenty five (25) years at the date of Iny death this trust is not to come into being and my Executors are directed to pay over to my grand-niece, free of trust, the sum of Ten Thousand ($10,000.00) Dollars.

ARTICLE V

If tny grand-nephew, Lee Fisher, survives me and at the date of nty death is under tw0nty five (25) years of age, I give and bequeath to my Trustees, hereinafter named the sum of Ten Thousand ($10,000.00) Dollars, IN TR-UST, NEVER'PHEl..~ESS, for the following uses and purposes: To hold, invest and reinvest the same and to collect the income therefronl, and to pay over or use, apply and expend whatever part or· all of the net income or principal, or both, thereof they, in their sole discretion, shall deem proper or necessary for the support 1naintenance and schooling of my said grandnephew, and for medical, surgical, hospital or other institutional care. When my grand-nephew attains the age of twenty five (25) years, my Trustees are directed to pay over to him, free of trust, the then principal of this trust. If my grandnephew shall die before attaining the age of twenty five (25) years, the then principal of this trust is to be distributed as provided in Article VIII of this will. If my grand-ne.phew

4 Supre~e Court of Appeals of Virginia

shall have attained the age of twenty five (25) years at the date of my death this trust is not to come into being and my Executors are directed to pay over to my grand-nephew, free of trust, the sum of Ten Thousand ( $10,000.00) Dollars.

ARTICLE VI

Any right, title or interest I may have in the house and land located at 104 Baltimore Ave., Schoolfield, Danville, Virginia, I give and devise and beque.ath, in fee simple to n1y half-sister, Cornelia Stone.

ARTICLE VII

If, at the thue of my death, I own stock, common or preferred, in the Lee Telephone C'ompany, of Martinsville, Virginia, and also owu real property, consisting of land and buildings erected thereon, leased to the said Lee Telephone Company, then and in such event my Executors, in their sole and absolute discretion, and at such time and upon such terms and conditions as to them shall seem best, are directed to sell, at public or private sale, without the necessity of obtaining leave of any court, the said stock andjor real property for cash, bonds or other securities or obligations and to transfer and convey said stock and real property to the purchaser by proper legal instrument, and no purchaser shall be held liable. to see to the application of any purchase money.

(A) The cash, bonds and other securities and obligations are to be held, administered and distributed as provided in Article VIII hereinafter.

(B) During the period of administration and conversion of my estate, my Executors are authorized and directed to borrow money and to pay same over to my Trustees, in such amount as will be required to fully and completely set up and establish the Marital Trust provided for my wife in Article VIII hereinafter, and such other amount as may be required to pay the pecuniary legacies hereinbefore provided and to pay the current costs of administration. Said loan may be n1ade from ·any bank or other lending institution, partnership or broker, at such rate of interest and for such period of time, as my Executors shall deem necessary, and my Executors are. authorized ·and directed to execute promissory notes or other obligations for amounts so borrowed and to secure the pay-


ment of any amount so borrowed by mortgage or pledge of any real or personal property of which I may die seized or possessed, or which may at any time form part of my estate, without the necessity of obtaining leave of any court and no lender shall be held liable to see to the application of any money loaned.

ARTICLE VIII

The rest and residue of my estate, including, but not limited to, the proceeds from the sale of my farms as provided in Article II, and also the cash, bonds and other securities and obligations received from my Executors under Article VII and all property herein attempted to be disposed of, the disposition whereof by reason of lapse or othe.r cause shall fail to take effect, I give, devise and bequeath to my Trustees hereinafter named upon the trusts herein described:

If my wife, Cora L. Fisher, is living at my death, I direct the rrrustees to hold, manage, invest and reinvest the smne as two separate trusts, t.be first to be known as the. "Cora L. ll,isher Trust" and the second to be known as the "Fisher Charitnhle Trust.''

The original principal of the Cora L. Fisher Trust shall consist of thirty-three and one third (33 1/3%) percent of my said residuary estate, as determined by the final federal estate tax proceedings, and only assets which quality for the l\Iarital Deduction shall be allocated to this share.

The original principal of the Fisher Charitable. Trust shall consist of tl1e balance of my residuary estate after establishing said Cora L. Fisher 'J.1rust If n1y said wife is not living at n1y death, the original principal of the :B,isher ~Charitable Trust shall consist of n1y entire residuary estate, including therPin the portion of my estat2 that would leave constituted the (~ora L. F,isher Trust had she survived n1e.

(A) l\[y Trustees shall pay over to n1y said wife, Cora L. Fislwr, during her life the net incon1e of tbe Cora L. Fisher Trust, said payments to be made at least annually, but at more frequent intervals if nty wife shall in writing so direct. ~ly Trustees shall have full power, to be exercised in their ~ole and uncontrolled discretion, to pay to CoraL. Fisher, but only against her individual receipt, or that of her duly appointed legal representative, whatever additional amount or amounts of the principal of the Cora L. Fisher Trust they shall deem proper or necessary for her continued comfort-


able support and .maintenance. Cora L. Fisher shall have a full power of appointment over the entire corpus of the Cora L. Fisher Trust, free of all trusts and exercisable by her alone, by her will duly proved and allowed, either in favor of her estate or of others, or in favor of her estate and others, as she shall choose; provided, however, that said full_ power of appointment shall be exercisable by Cora L. Fisher only by specific reference in her ·will to said full power of appointment hereby created.

Any property which remains in the 1Cora L. Fisher Trust on the death of Cora L. Fisher and which has not been appointed by her will in accordance with the power hereinabove vested in her shall be paid over and added to the Fisher Charitable Trust and the.reafter be administered as a part thereof.

(B) During the life of 1ny wife Cora L. Fisher, my Trustees shall retain in the Fisher Charitable Trust ten (10%) percent of the original principal of this trust. The Trustees shall invest and reinvest said retained principal and, after paynwnt. of all costs and expenses, shall pay the net income therefrom to the following named Religious Institutions in the proportions shown:

(1) Fifty (50o/o) percent to the Asbury Theological Seminary, "\Vilmore, Kentucky;

(2) Sixteen and two-thirds (16-2/3%) percent to the Moody Bible Institute, Chicag·o, Illinois;

(3) Sixteen and hvo-thirds (16-2/3%) percent to the Columbia Bible College, Columbia, South 'Carolina;

( 4) Sixteen and two-thirds (16-2/3%) percent to "\Vheaton College, "\Vbea ton, Illinois.

The balance of the principal of the }.,isher Charitable Trust, when and as received from my Executors, shall be paid over within a reasonable. time, to the Institutions above named and in the proportions shown. Distribution, in the discretion of the Trustees, may be in cash or kind.

(D) Upon the death of Cora L. Fisher, or if she shall predecease me, then upon my death, the entire corpus and any accumulated income of the Fisher Charitable Trust shall, within a reasonable time after receipt of the proceeds of sale from my Executors, as provided is Article VII hereinbefore, be paid over, free of trust. to the Institutions named in Section (B) of this Article VIII in the proportions shown.


ARTICLE IX

The provisions made in this my will for the benefit of my wife, Cora L. Fisher, are in lieu and in bar of all her other right~ and interests in, to or against my property and estate, whether or not the same pass under this will and whether or not such rights and interests of my wife be by way of dower, thirds, distributive share, right of election or otherwise, all without limitation.

ARTICLE X

In addition to and not in limitation of the powers granted my Executors and Trustees in other Articles of this will, I hereby give and grant to my Executors and Trustees, and the survivors or survivor and the successors or successor of them, the following power and authority, which may be exercised by the:q1 in either or both capacities, at any time and from time to time, as they shall in their absolute discretion . d(leJn advisable :

(A) To hold and retain all or any part of my estate or any trust created hereby, in the form in which the same may be at the time of my decease, or at the time 'Of the receipt thereof by my Trustees from my Executors, as long as they may deem advisable. ·

(B) To invest and reinvest any funds in my estate or any trust created hereby in any prope.rty, real or personal, of any kind or nature, including, without limitations, stocks, whether com·mon, preferred or otherwise, bonds, secured or unsecured, obligations, mortgages, other securities, and interests, in any of the foregoing, without being limited or restricted to investments prescribed or authorized for executors or trustees by the laws of Virginia, or any other state; it being my intention to give my Executors and Trustees the same power of invesbnent and reinvestment which I myself possess with respect to my own funds.

(1C) To sell, exchange or otherwise dispose of any property, real or personal, of which I may die seized and possessed, or which may at any time form part of my estate or any trust created hereby, at public or private sale, for such purposes and upon such terms, including sale on credit, with or without security, in such manner and at such prices, as they may determine.

(D) To mortgage any real property of which I· may die seized or possessed, or which may at any time form part of my estate or any trust created hereby, in such amount and on


such terms as they deem advisable; to lease any such property, for such term or terms, and upon such conditions and rentals, and in such manner, as they shall deem advisable, irrespective of whether the terms of any ·such lease shall exceed the period permitted by law or the probable period of any trust created hereby, and to renew or modify any such lease; to make repairs, replacements, and improvements, structural or otherwise, of any such property, and to charge the expense thereof to principal or income, as they may deem proper.

(E) To borrow money for any purpose in connection with the administration of my estate or any trust created thereby; to execute promissory notes or other obligations for amounts so borrowed, and to secure the payment of said loans by mortgage or pledge of any real or personal property of which I may die seized or possessed or which n1ay at any time form part of my estate or any trust created hereby.

(F) To renew or extend the time of payment of anv obligation, secured or unsecured, payable to or by ·my estate or any trust created hereby, for as long a period or periods of time, and on such terms, as they may determined; and to adjust settle, compron1ise or arbitrate claims or demands in favor of or against my estate or any trust created hereby, upon such terms as they may deem advisn ble.

(G) In respect of any securities forming part of n1y estate or any trust created hereby, to vote upon any proposition or election at any meeting, and to grant proxies, discretionary or otherwise, to vote at any such n1ee.ting; to join in or become a party to any reorganization, readjustment, merger, voting trust, consolidation or exchange, and to deposit any such securities with any committee, depository, trustee or otherwise, and to pay out of my estate or any trust created hereby, any fee.s, expenses and assessments incurred in connection therewith, and to charge the same to principal or income as they may see fit; to exercise conversion, subscription or other rights, or to s2ll or abandon such rights, and to receive and hold any new securities issued as a result of any such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of conversion, subscription or other rights; and, generally, to take all action in re.spect to any such securities as they might or could do as absolute owners thereof.

(H) To hold any and all real estate, stocks, bonds, notes, mortgages, or other property in bearer form, in their own name or in any one of them, in the name of some other person, partnership, or corporation, or in the name of their duly appointed nominee, with or without disclosing the fidu-


ciary relationship, and their liability shall be neither increased nor decreased thereby.

(I) Whenever they are required or permitted to divide or distribute my estate or any trust created hereby, to make such division or distribution in kind or in money, or in part kind nnd in part money.

(J) To engage attorneys, accountants, agents, custodians, clerks, investment counsel, and such other persons as they may deem advisable in the administration of my estate and any trust created hereby, and to 1nake such payments therefor as they may deem reasonable, and to charge the expense thereof to income or principal as they may determine.

(I{) To exercise all power and authority, including any discretion, conferred in this will, after the termination of any trust created herein and until the same is fully distributed.

(L) The Executors and Trustees may act by a majority of their respective number.

(M) In the event an Executor or Trustee, or anyone or more of them, named in this will, is also an officer and/or director of the Lee Telephone Company, such dual capacity shall in no way be a bar to said Executor andjor Trustee negotiating or dealing with the said Lee Telephone Company and such negotiation or dealing or any action resulting from such negotiation or dealing shall not be subject to review or concurrence of any court or questioned by any beneficiary under this will.

I further direct that none· of my executors or trustees shall he prevented from purchasing from my said executors and; or trustees any stock which I may own in the Lee Telephone Company, or any land andjor buildings which I may own at the tin1e of my death and which may be rented to said Lee Telephone Company, the only requirement 'vith reference to said sale, or sales, is that said stock or real estate shall not be sold to. said executor or trustee at a price or prices, or upon terms, that would be more favorahle to the said executor or trustee than simila1· stocks or real estate are sold to ot11er purchasers.

ARTICLE XI

Any person who shall have died at the sa-me time as I, or in a common disaster with me, or under such circumstances that it is difficult or impossible to determine which died first, ~hall be deemed to have predeceased me.


ARTICLE XII

All estate, inheritance, transfer, legacy, succession, and other death taxes of any nature which may be assessed or imposed upon or with respect to property passing under this will or property not passing under this will shall be paid out of my estafe as an expense of administration and no part of said taxes shall be apportioned or prorated to ·any legatee or devisee under this will or any person owning or receiving any property not passing under this will.

ARTICLE XIII

I nominate and appoint Frank G. LaPrade, Garland T. LaPrade, and Kennon 1C. Whittle, all of Martinsville, Virginia, to be Executors and Trustees of this will. I direct that the number of my executors and trustees shall be kept up to three, and whenever any vacancy shall occur, either because one or more of them is unable or unwilling to act, or to continue to act as Executor or Trustee, I direct that such appointment shall be made from the following named persons, and in the order stated, to-wit:

Macy A. Bowman, Martinsville, Virginia. Frank A. Eades, Roanoke, Virginia. J. B. Mason, Lynchburg, Virginia.

Insofar as may be permitted by law, none of my Executors or Trustees shall be liable for any act or omission in connection with the administration of n1y estate of any ·of the trusts or powers hereunder nor for any loss or injury to any property held in or under my estate or any of said trusts or powers, except only for his own actual fraud, and none of my Executors or Trustees shall be responsible for any act or omission of any other Executor or Trustee.

I direct that no Executor or Trustee at any time serving hereunder shall ever be required to furnish a surety or sureties upon his offiCial bond.

IN WITNESS WHEREOF, I, Burgie Lee Fisher, hereunto set my hand and seal this 21 day of April, in the year 1955.


Burgie Lee Fisher (SEAL)

Signed, sealed, published and declared by the said Burgie Lee Fisher as his last will and testament in the presence of us who at his request and in his presence, and in the presence of each other, have hereunto subscribed out names as attesting witnesses the day and year above written :

John D. Epperly W. R. Broaddus, Jr. Adele L. Craddock

CODICIL NO. 1

\Vhereas, I, Burgie Lee Fisher, did on the 21st day of April 1955, make n1y last will and testament in writing, and whereas I desire to change the same in the respects following, now, I do make this codicil thereto, to be taken as part thereof.

In Article IV thereof, I provided under certain conditions a trust fund of Ten Thousand ($10,000.00) Dollars for the benefit of my grand-niece, Caroline Fisher, 'vhose full name is Caroline V·l. Fisher, said sum to come out of my estate and to go to the Trustees therein named. I do now amend said bequest by substituting the sum of Five Thousand ($5,000.00) Dollars for the sum of Ten Thousand ($10,000.00) Dollars, nnd do further herewith bequeath and assign to my Trustees, as additional principal of this trust, all my right, title, and interest in two 20 payment life insurance policies, issued by the Mutual Life Insurance Company of New York upon the life of said Caroline W. Fisher, each in the face amount of Twenty five Hundred ($2500.00) Dollars, and being numbered 5908054 and 5908055, respectively, and each being dated April lOth, 1944. I further direct that my Executors andjor 1ny Trustees, as the case may be, shall pay the remaining premiums on the said policies from my residuary estate or trust as provided in Article VIII of my said will. If my said grand-niece shall have attained the age of twenty-five (25) years at the date of n1y death, this trust is not to come into being and my Executors are directed to pay over to my said grand-niece, free of trust, the sum of Five Thousand ($5,-000.00) Dollars and to transfer, convey, and assign to my said grand-niece all right, title, and interest in the said insurance policies. In all other respects the provisions of Article IV shall remain in full force and effect.


In Article V thereof, I provided under certain conditions a trust fund of Ten Thousand ( $10,000.00) Dollars for the benefit of my grand-nephew, Lee Fisher, whose full name is Milton Lee Fisher, said sum to come· out of my estate and to go to the Trustees therein named. I do now amend said bequest by substituting the sum of Five Thousand ($5,000.00) Dollars for the sum of Ten Thousand ($10,000.00) Dollars, and do further herewith bequeath and assign to my Trustees, as additional principal of this trust, all my right, title, and interest in two 20 payment life insurance policies, issued by the Mutual Life Insurance Company of New York upon the life of said J\filton Lee Fisher, each in the face amount of Twenty five Hundred ($2500.00) Dollars, and being numbered 5908054 and 5908055, respectively, and each being dated April lOth, 1944. I further direct that my Executors andjor my Trustees, as the case may be, shall pay the remaining premiums on the said policies from my residuary estate or trust as provided in Article VIII of my said will. If my said grandnephew shall have attained the age of twenty-five (25) years at the date of my death, this trust is not to come into being and my Executors are directed to pay over to my said grandnephew, free of trust, the sum of Five Thousand ($5,000.00) Dollars and to transfer, convey, and assign to my said grandnephew all right, title, and interest in the said insurance policies In all other respects the provisions of Article V shall ren1ain in full force and effect.

I do hereby make and publish this additional provision in ·Clause VIII to be designated (E).

(E) The said trustees shall not be required to make distribution of any portion of the corpus, and any accumulated income of the Fisher Charitable Trust, by any of the Institutions named in Sec. (B) of Article VIII until they shall deem it proper and propitious to do so. It is my intent that they be given so long a time as they may deem reasonable to nwke sale of the properties that they feel should be sold and upon such terms and at such times as they may deem best for tlw protection of my estate. This provision shall apply to all of my property and particularly to my real estate and stock in the Lee Telephone Co1npany.

I do hereby make and publish this additional article of my will and do hereby provide that the same shall be taken as a part thereof.


ARTICLE XIV

I do hereby give and bequeath a sum of n1oney not to exceed Eleven Thousand ($11,000.00) Dollars for the following purpose:

I direct that my Executors shall purchase a lot of land to be located in the State of Virginia and to be selected by Dr. 0. B. Newton ; that they shall have the title to same exan1ined and cause a deed to be made conveying the same to 0. B. Newton and to his wife, for the period of the natural life of the longer liver of the two, with the remainder to the Asburv Theological Seminary, \Vilmore, Kentucky. I further dire~t that said Executors shall pay for the erection on said lot of a building according to the wishes of said 0. B. Newton, so that the total cost of the lot and the house to be erected thereon shall not cost n1y estate n1ore than the above sum of Eleven Thousand ($11,000.00} Dollars.

ARTICLE XV

I have been giving to Children's Bible ~Iission, Incorpot·ated, of Lakeland, Florida, sufficient sums of money to pav the expenses of two teaching missionaries who are located nnd working in the counties of Franklin and Patrick in Virginia, and in certain .counties in the State of North Carolina, said expenses consisting of salaries for said two missionaries, all supplies for their work. an automobile to use and the expenses of operation of san1e, an apartment rent free, and the expenses of pupils at camps; and I do hereby give and bequeath to said Children's Bible Mission, Incorporated, for the period of twelve (12) months immediately after my death a sun1 not to exceed Seven Thousand ($7,000.00) Dollars. I direct that my executors and/or trustees, as the case may be, shall pay to said Children's Bible Mission, Incorporated, in monthly or quarterly payments, as may be more convenient, the expenses of said two missionaries, including the salaries of the same, all supplies they may use in their work, the expensP- of operation of said automobile, and the expense of sending pupils to the camps as chosen by said missionaries, bnt the total of san1e not to exceed Seven Thousand ($7,-000.00) Dollars for the twelve months period. I hereby direct that the two missionaries shall continue to occupy rent free an apartment in my duplex apartment building located on Fisher Farms, Henry County, Virginia, for the said twelve. months' period.


As amended by this codicil, I hereby ratify, confirm, and republish my will dated April 21st, 1,955.

In witness whereof, I, Burgie Lee Fisher, hereunto set my han<:} and seal to this Codicil No. 1 to my last will and testament, this the 5th day of July, 1955.

Burgie . Lee Fisher (SEAL)

Signed, sealed, published and declared by the said Burgie Lee Fisher as Codicil No. 1 to his last will and testament iu the presence of us who at his request and in his presence, and in the presence of each other, have hereunto subscribed our names as attesting witnesses the day and year above written:

Virginia:

Neville W. Broaddus Mary N. Mallonee John D. Epperly

In the Clerk's Office of the Circuit Court for the Countv of Henry, this the 24th day of August, 1955. ·

A paper bearing date of the 21st day of April, 1955, and purpo~ting to be the true last will and testament of Burgie Lee Fisher, deceased, late of the County of IIenry, State of Virginia, together with the Codicil thereto bearing date on the 5th day of July, 1955, the same signature being thereto affixed, were this day produced before me for proof n nd probate.

And thereupon appeared John D. Epperly and W. R. Broaddus, Jr., two of the subscribing witnesses thereto, who also proved the signature of Adele L. 1Craddock, t11e other subscribing witness thereto, that said will was signed and aeknowledged by the testator in their presence and in the presence of each other, all four being present at the san1e time~ and the said John D: Epperly and W. R. Broaddus, Jr. further testified that on the 21st clay of April, 1955, the clay the said paper bears date, they believed the said Burg·ic Lee Fisher, the Testa tor, was of sound mind and memory and capable of making and executing a will.

And thereupon likewise appeared Mary N. Mallonee and ~Tol1n D. Epperly, two of the subscribing witnesses, who also ptoved the signature of Neville W. Broaddus, the other sub~cribing witness, to said Codicil to the aforesaid will, and the said Mary N. Mallonee and John D. Epperly, being first duly sworn, testified that they were personally present at


the same time and in the presence of the said Burgie Lee Fisher, when he, the said Testator, signed the said paper and ackno,vledged and declared the same to be a codicil to his will bearing date on the 5th day of July, 1955, and that in the presence of the Testator and at his request and in the presence of each other, the said Mary N. Mallonee, John D. Epperly, and Neville W. Broaddus signed their names to said codicil as attesting witnesses. And the said Mary N. Mallonee and John D. Epperly further testified that on the 5th day of July, 1955, the day the said Codicil bears date, the said Burgie Lee Fisher was of sound mind and memory and capable in all respects of making and executing a will.

The said paper, with the aforesaid codicil thereto, is therefore considered to be fully proven as and for the true last will and testament of the said Burgie Lee Fisher, deceased, and is accordingly admitted to probate and recorded. as such.

And on motion of Frank G. LaPrade, Garland T. LaPrade, and Kennon C. Whittle, the Executors and Trustees named in said will, are permitted to qualify by entering into and acknow I edging a bond in the penalty of One Million Seven Hundred Fifty Thousand ($1,750,000.00) & No/100 Dollars, no suretv being required by terins of said will, conditioned according to law, certificate is hereby granted to the said Frank G. LaPrade, Garland T. LaPrade, and Kennon C. ''Thittle, in due form .

.And on their further motion, it is ordered that (1) S. S. Flythe, (2) C. C. Broun, (3) T. J. Burch, ( 4) J. F. Wilson, and ( 5) J. Shelton Scales, any three of whom may act, do appraise the estate of Burgie Lee Fisher, deceased, and make return thereof according to law.

Teste:

JOHN H. MAT~HEWS, Clerk. .

IN TESTIMONY, that the foregoing is a true copy taken from the records· of said Court, I, John H. Matthews, iOlerk thereof set my hand and affix the Seal of said Court.

This the 27 day of August, 1955.

JOHN H. MA'FTHEWS, Clerk Circuit Court, County of Henry, Va.


EXIDBIT A-1

TELEPHONES, INC. Suite 3202, 135 South LaSalle Street Chicago 3, Illinois, Phone 1CEntral 6-67 45

Mr. Herman A. Fischer

.January 30, 1962

Chairman of the Board of Trustees of Wheaton College· One North LaSalle Street Chicago 2, Illinois

Dear Sir:

We understand that Wheaton Colleeg owns a 25% beneficial interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of Martinsville, I-Ienry County, Virginia, whic;h was .duly probated in said Henry County on August 24, 1955; that the Moody Bible Institute of Chicago, Illinois owns a 25% beneficial interest and Asbury Theological Seminary of Wilmore, Kentucky, owns the remaining 50% beneficial interest in said trust; that there is now held by said Trustees in said trust 168,925 shares, or approximately 72% of the total outstanding shares of the Lee Telephone Company, a Virginia corporation which has its principal offices in and serves the City of Martinsville, Virginia and surrounding· territory. .

We hereby offer to purchase your entire 25% beneficial interest in said trust, as follows: The purchase price shall be (a) $35.50 per share for your proportionate interest in the shares of said Lee Telephone Company stock now held in said trust, plus (b) 25% of the cash and of the appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust. assets. In the event that we cannot agree upon the value of any assets distributed by the Trustees in kind, it is agreed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County, shall be the value to be paid by us to you for said assets hereunder.

We are making to said Moody Bible Institute of Chicago,


Illinois an offer identical in all respects to the offer herewith made to you, except as to the name of the offeree, and to said Asbury Theological Seminary of Wilmore, Kentucky an offer identical in all respects to the offer herewith made to you, except as to the name of the offeree, and the purchase price to be twice the purchase price offered to you, by reason of its ownership of a 50% interest in said trust.

This offer is conditioned upon an acceptance by you, in writing, in the manner indicated on the form of acceptance provided for at the end of this letter and copy thereof tendered to you herewith, and upon a similar acceptance by said Moody Bible Institute and by said Asbury Theological Seminary of the respective offers made to them, all said acceptances to be n~ade on or before the sixth day of February, 1962. If all such acceptances shall be made within such time, then this offer and its acceptance shall stand and be and become a binding contract between us and the acceptances of the otl1er two offerees shall constitute binding contracts between us and them respectively, otherwise this offer shall stand withdrawn as of the end of the time specified.

As hereinafter set forth, we ·are making an· offer to the Trustees of the trust created by said Will to purchase all of the shares of said Lee Telephone Company held by said Trustees, at a price of $35.50 per share, said offer to be accepted by the Trustees in not more than ten ( 10) days from the date hereof, a copy of which offer is attached as Exhibit "A" hereto.

Promptly upon the acceptance by you, said Moody Bible Institute and said Asbury Theological Seminary, we hereby authorize you, said Moody Bible Institute and said Asbury Theological Seminary to transmit our signed offer to said Trustees as per Exhibit "A" attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees with your recommendation that tbey accept the same. If ~said offer to said Trustees is accepted upon the terms and conditions set forth in said offer and said purchase is consummated pursuant thereto, then this contract between ourselves and you shall stand cancelled and become null and void, otherwise to remain in full force· and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at an earlier date is rejected by said Trustees, then within five (5) days thereafter we shall pay to you in cash the sum of $500,000.00 con-

18 Supreme Court of .Appeals of Virginia

currently with your delivery over to us of a full and complete assignment of all your right, title and interest as a beneficiary under said Fischer Charity Trust, subject to a lien thereon of $1,000,000.00 payable to Wheaton Co1lege. Simultaneously you will give us your assurance that you will make available to us your records and other documents in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for the purpose of bringing about a termination of said trust, we to pay you your reasonable expenses in rendering such aid.

We will pay you the remainder of the consideration due you on the purchase price promptly upon the distribution to us by the Trustees of the assets purchased hereunder.

If this offer is a~reeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a signed copy of your acceptance, whereupon this letter with your acceptance shall constitute a contract between us on the terms and conditions above outlined.

ATTEST:

Very truly yours,

TELEPHONES, INC. BERTEL T. MALMQUIST

Chairman of the Board.

WALTERI.DEFFENBAUGH Assistant Secretary.

We hereby accept the above and foregoing offer on the terms and conditions therein stated this 2nd day of February, 1962.

ATTEST:

WHEATON COLLEGE By Y. RAYMOND ......... .

Its President

Its Executive Committee Secretary


EXHIBIT'' A''

Messrs. Frank G. LaPrade Garland T. LaPrade and Kennon C. Whittle, as Executors and Trustees under the Will of Burgie Lee Fisher.

G(lntlemen :

January 30, 1962

We understand that as Executors and/or Trustees under the Will of Burgie Lee Fisher you now hold approximately 163,925 shares of the stock of Lee Telephone Company, a Virginia corporation, with its prineipal office in and serving the City of Martinsville, Virginia, and surrounding territory, and that the Moodv Bible Institute of Chicago, Illinois, and Wheaton College of Wheaton, Illinois, each own a 25% beneficial interest in the trust created by said Will, and that Asbury Theological Seminary of vVilmore, Kentucky, owns a 50% interest in said trust, and that· each of said institutions likew1se have a corresponding percentage of oWl1ership in the shares of stock of said Lee Telephone Company, held by yori as Trustee.

We hereby rnakc to you as snch Executors and Trustees an offer to purchase all of the shares of said Lee Telephone Company, held by you as such Executors or as such Trustees, at a price of $35.50 per share, provided this offer is accepted in not rnore than ten days from the date hereof, you to deliver the shares to us not later than thirty days after the acceptance of this offer upon the payment by us to you of the purchase price thereof. The price of $35.50 per share is to be adjusted to reflect any chang·e in the then book value of said stock resulting from any cash or other dividend declared due or any other action taken by the directors of the corporation between the date hereof and the date .->f your acceptance of their offer.

Upon receipt of notice of the acceptance by you of this offer, we will deposit with such bank as you may designate 10% of the total purchase price of said shares with the balance to be paid upon delivery of the certificate therefor, such delivery to be made within fifteen days thereafter.

20 Supren1e Court of Appeals of Virginia

If this offer is not accepted within the above ten day period, then it shall be considered as having been rejected by you.

Yours very truly,

TELEPHONES, INC. Bertel T. Malmquist, Chairman of the Board

ATTEST:

Assistant Secretary

EXHIBIT "A-1"

Messrs. Frank G. LaPrade, Garland T. LaPrade and Kennon C. Whittle, as Executors and Trustees under the Will of Burgie Lee Fisher.

Gentlemen:

Chicago, Illinois .January 30, 1962

Vve understand that as Executors andjor Trustees under the Will of Burgie Lee Fisher you now hold approximately 168,-925 shares of the stock of Lee Telephone Company, a Virginia corporation, with its principal office in and serving the City of Martinsville, Virginia, and surrounding territory, and that the Moody Bible Institute of Chicago, Illinois, and Wheaton College of Wheaton, Illinois, each own a 25% beneficial interest in the trust created by said Will, and that Asbury Theological Seminary of Wilmore, Kentucky, owns a 50% interest in said trust, and that each of said institutions likewise have a corresponding percentage of ownership in the shares of stock of said Lee Telephone Company, held by you as Trustees. ·

We herebv make to von as such Executors and Trustees an offer to purchase all of tb~ sba res of said Lee Telephone Com-


pany, held by you as such Executors or as such Trustees, at a price of $35.50 per share, provided this offer is accepted in not more than ten days from the date hereof, you to deliver the shares to us not later than thirty days after the acceptance of this offer upon the payment by us to you of the purchase price thereof. The price of $35.50 per share is to be adjusted to reflect any change in the then book value of said stock resulting from any cash or other dividend declared due or any other action taken by the directors of the corporation between the date hereof and the date of your acceptance of their offer.

Upon receipt of notiee of the acceptance by you of this offer, we will deposit with such bank as you may designate 10% of the total purchase price of said shares with the balance to he paid upon delivery of the ce:rtificat~s therefor, such delivery to be m~de within fifteen days thereafter.

If this offer is not accepted "Tithin the a hove ten day period, thrn it shall he considered as having been rejected by you.

Yours very truly,

ATTEST:

Assistant Secretary.

Roard of Trustees of

TELEPHONES, INC. Berte] T. Malmquist Chairman of the Board

EX. A2

Chicago, Illinois ,January 30, 1962

Ashnry Theological Seminary Wilmore, Kentucky

Gentlemen:

We understand that ~Ioody Bible Institute of Chicago, IUinois and V\Theaton ~College of Wheaton, Illinois each owns a


259'o beneficial interest and you own the remaining 50% beneficial interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of Martnsville, Henry County, Virginia which was duly pro-bated in said Henry County on August 24, 1955; that there is now held by said Trustees in said trust 168,925 shares, or approximately 729'o of the total outstanding shares of the Lee Telephone Company, ·a Virginia corporation which has its principal offices in and serves the city of Martinsville, Virginia and surrounding territory.

We hereby offer to purchase your entire 50% beneficial interest in said trust, as follows :

The purchase price shall be (a) $35.50 per share for your proportionate interest in the shares of said Lee Telephone Company stock now held in said trust, plus (b) 50% of the cash and of the appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the Trustees in kind, it is agreed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County, shall be the value to be paid by us to you for said assets hereunder.

Vve are making to said Moody Bible Institute of Chicago, Illinois and to said Wheaton College of Wheaton, Illinois an offer identical in all respects to the offer herewith made to you except as to the name of the offeree and the purchase pri~e which is one-half the purchase price offered to you by ri~ason of their respective own~rships of only a 25% interest in said trust.

This offer is conditioned unon an acfleptanre by you, in writing, in the manner indicated on the forn1 of acceptance provided for at the end of this letter and copy thereof tendered to you herewith, and upon a similar acceptance by said Moody Bible Institute and by said Wheaton College of the respective offers made to then1, all said acceptances to be made on or before the 6th day of February, 1962. If all sueh acceptances shall be made within such time, then this offer and its acceptance shall stand and be and become a binding contract between us and the acceptances of the other two offerees shall constitute binding contracts between us and them respectively, otherwise this offer shall stand withdrawn as of the end of the time specified.


As hereinafter set forth, we are making an offer to the Trustees of the trust created by said Will to purchase all of the shares of said Lee Telephone Company held by said Trustee.s, at a price of $35.50 per share, said offer to be accepted by the Trustees in not more than ten (10) days from the date heerof, a copy of which offer is attached as Exhibit ''A'' hereto.

Promptly upon the acceptance by you, said Moody Bible Institute and said Wheaton College, we hereby authorize you, said Moody Bible Institute and said Wheaton College to transmit our signed offer to said Trustees as per Exhibit ''A'' attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to ,said Trustees with your recommendation that they accept the same. If said offer to said Trustees is accepted upon the terms and conditions set forth in said offer and said purchase is' consummated pursuant thereto, then this contract between ourselves and you shall stand cancelled and hecome null and void, otherwise to remain full force and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at an earlier date is rejected by said Trustees, then within five (5) days thereafter we shall pay to you in cash the sum of $1,000,000.00 concurrently with your delivery over to us of a full and complete assignment of all your right, title and interest as a beneficiary under said Fischer Charitable Trust, subject to a lien thereof of $2,000,000.00 payable to Asbury Theological Seminary. Simultaneously you will give us your assurance that you will make available to us your records and other documents in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for the purpose of bringing about a termination of said

. t~ust, we to pay you your reasonable expenses in rendering such aid.

We will pay you the rem·ainder of the consideration due you on the purchase price promptly upon the distribution to us by the Trustees of the assets purchased hereunder.

If this offer is agreeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a signed copy of your acceptance, whereupon this letter with


your acceptance shall constitute a contract between us on the terms and conditions above outlined.

Very truly yours,


Chairman of the Board ATTEST:

vVALTERI.DEFFENBAUGH Assistant Secretary

We 'hereby accept the above and foregoing offer on the terms and conditions therein stated this day of February, 1962.

ASBURY THEOLOGICAL SEMINARY

Subject to the hereinafter stated change and condition, we accept the above and foregoing offer on the terms and conditions therein stated this 3rd day of February, 1962.

Said additional change and condition are as follows : In the event said offer to said Trustees is not accepted or is

rejected as herein provided, so that $1.!000,000.00 shall become payable to Asbury Theological Sen1inary for its assignment of its right, title, and interest as a beneficiary, subject to a lien-it is understood that until such time as the said $2,000,000.00 additional payment shall be made to Asbury Theological Seminary, said Asbury Theological Seminary. shall be entitled to receive regularly and periodically as usual any earnings (including cash or stock dividends) distributed after the date of said assignment to the beneficial interest of ARbury Theological Seminary, and which may be directly attributable to two-thirds (2/3) of the total stock now held by the Trustees for the benefit of Asbury Theological Seminary.

ASBURY THEOLOGICAL By FRANK B.ATEMAN STANGER

Vice President ATTEST:

CHARLES E. CROUSE Ass 't. Secretary


(EX. A3)

TELEPHONES, INC.

Suite 3202, 135 South LaSalle Street Chicago 3, Illinois, Phone CEntral 6-67 45

Mr. Harold E. Stockburger Chairman of the Board of Trustees

of Moody Bible Institute 820 North LaSalle Street Chicago, Tilinois

Dear Sir:

January 30, 1962

We understand that Moody Bible Institute owns a 25% beneficial interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of Martinsville, Henry County, ·virginia, which was duly probated in said Henry County on A.ngust 24, 1955; that Wheaton College of Wheaton, Illinois owns a 25% beneficial interest and Asbury Theological Seminary of Wilmore, Kentucky, owns the remaining 50% beneficia 1 interest in said trust; that there is now held by said Trustees in said trust 168,925 s'hares, or approximately 72% of the total outstanding shares of the Lee Telephone Company, a Virginia corporation which has principal offices in and serves the City of Martinsville, Virginia, and surrounding territory. ''r e hereby offer to purchase your entire 25% beneficial interest in said trust, as follows:

The purchase price sha11 be (a) $35.50 per share for your proportionate interest in the shares of said Lee Telephone Company stock no\v held in said trust, plus (b) 25% of the cash and of fhe appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the Trustees in kind, it is agreed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County, shall be the value to be paid by us to you for said assets hereunder.

We are 1naking to said Wheaton College of Wheaton, Illitlois an offer identical in all r~spects to the offer herewith


made to you, except as to the name of the offeree, and to said Asbury Theological Seminary of Wilmore, Kentucky an offer identical in all respects to the offer herewith made to you, except as to the name of the offeree, ann the purchase price to be twice the purchase price offered to you, by reason of its ownership of a 50% interest in said trust.

This offer is conditioned upon an acceptance by you, in writing, in the manner indicated on the form of acceptance provided for at the end of this letter and copy thereof tendered to you herewith, and upon a similar acceptance by said Wheaton College and by said Asbury Theological Seminary of the respective offers made to them, all said acceptances to be made on or before the seventh day of February, 1962. If all sueh acceptances shall be made within such time, then this offer and its acceptance shall stand and be and become a binding contract between us and the acceptances of the other two offerees shall constitute binding contracts between us and them respectively, otherwise this offer shall stand withdrawn as of the end of the time specified.

As hereinafter set forth, v1e are making an offer to the Trustees of the trust created by said Will to purchase all of the shares of said Lee Telephone Company held by said Trusees~ at a price of $35.50 per share, said offer to be accepted by the Trustees is not more than ten (10) days from the datt~ hereof, a copy of which offer is attached as Exhibit ''A: hereto.

Promptly upon the acceptance by yon, said Wheaton College and said Asbury Theological Seminary, we hereby authorize you, said Wheaton Colleg-e and said Asbury Theological Seminary to transmit our signed offer to said Trustees as per Exhibit'' A'' attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees with your recommendation that they accept the same. If said offer to said Trustees is accepted upon the terms and conditions set forth in said offer Rnd said purchase is consummated pursuant thereto, then this contract between ourselves and you shall stand cRncelled and become null and void, otherwise to remain in full force and effect.

In the event that said offer to said Trustees is not ar.cepted within the time proposed in said offer. or at an earlier date is rejected bv said Trustees, then within five ( 5) davs thereafter we -shall pay to you in cash the sum of $!100,000.00 concurrently with your delivery over to UR of a full and r.omplete assi1n1ment of all your ri~ht, title and intere~t as a. beneficiary under said Fischer Charitable Trust, subject to a lien


thereon of $1,000,000.00 payable to Moody Bible Institute. Simultaneously you will give us your assurance that you will make available to us ·your records and other documents in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for the purpose of bringing about a termination of said trust, we to pay you your reasonable expenses in rendering such aid.

· We will pay yon the remainder of the consideration due you on the purchase price promptly upon the distribution to us by the Trustees of the assets purchased hereunder. · If this offer is agreeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a signed copy of your acceptance, whereupon this letter with your acceptance shall constitute a contract between us on the terms and conditions above outlined.

ATTEST:

Very truly yours,

TELEPHONES, INC.

BERTEL T. MALMQUIST Chairman of the Board

WALTERI.DEFFENBAUGH Assistant Secretary

We hereby accept the above and foregoing offer on the terms and conditions therein stated this 5th day of February, 1962.

ATTEST:

MOODY BIBLE INSTITUTE OF CHICAGO

Chairman of the Board of Trustees

WILLIAM ·CULBERTSON President

HENRY C. CROWELL Assistant Secretary

28 Supretne Court of Appeals of Virginia

EXHIBIT "A"

Messrs. Frank G. LaPrade, Garland T. LaPrade and K~nnon C. Whittle, as Executors and Trustees under the Will of Burgie Lee Fisher.

Gentlemen:

Chicago, Illinois January 30, 1962

We understand that as Executors andjor Trustees under the Will of Burgie Lee Fisher you now hold approximately 168,925 shares of the stock of Lee Telephone Company, a Virginia corporation, with its principal officae in and serving the City of Martinsville, Virginia, and surrounding territory, and that the Moody Bible Institute of ·Chicago, Illinois, and Wheaton Colleg·e of Wheaton, Illinois, each own a 25% beneficial interest in the trust created by said Will, and that Asbury Theological Sen1inary of "\Viln1ore, Kentucky,. owns a 50% interest in said trust, and that each of said institutions likewise have a corresponding percentage of ownership in the shares of stock of said Lee Telephone Company, held by you as Trustees.

We hereby make to you as such Executors and Trustees an offer to purchase all of the shares of said Lee Telephone Company, held by you as such Executors or as such Trustees, at a price of $35.50 per share, provided this offer is accepted in not more than ten days from the date hereof, you to deliver the shares to us not later than thirty days after the acceptance of this offer upon the payment l)y us to you of the purchase price thereof. The pric~ of $35.50 per share is to bP adjusted to reflect any change in the then book value of said stock resulting from any cash or other dividend declared du(l or any other action taken by the directors of the corporation between the date hereof and the date of your acceptance of their offer.

Upon receipt of notice of the acceptance by :vou of this offer, we will deposit with such bank as you may designate 10% of the total purchase price of said shares with the balance to be paid upon delivery of the certificates therefor, such delivery to be made within fifteen days tlwreafter.



ATTEST:

Your very truly,

TELEPHONES, INC.


Assistant Secretary

(EX. Bl)

The undersigned, WHEATON COLLEGE, of Wheaton, Illinois, hereby acknowledges receipt of the sum of Five Hundred Thousand Dollars ( $500,000) paid to it by TELEPHONES, INC., an Iowa corporation, pursuant to the terms of the contract entered into with said TELEPHONES, INC. under date of February 2, 1962, and in consideration of said payment and of the terms and provisions of said contract, the undersigned, WHE.ATON COLLEGE, hereby sells, assigns, transfers and sets over unto said TELEPHONES, INC., all of its right, title and interest as beneficiary under the Fisher Charitable Trust created by will of Burgie Lee Fisher of 1\f.artinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955. Said transfer and assignment is subject to a lien in favor of the undersigned WHEATON COLLEGE in the amount of One Million Dollars ($1,000,000) to be paid and discharg-ed by said TELEPHONES, INC. upon the distribution to said TELEPIIONES, INC. by the Trustees under said trust of 1he assets hereby assigned to said TELEPHONES, INC.

Dated February 13, 1962.

Attest:

F. G. FAULKNER

WHEATON COLLEGE By V. RAYMOND EDWAN

Its President

Its Executive Committee Secretary

30 Supretne Court of Appeals of Virginia

The undersigned, MOODY BIBLE INSTITUTE OF CHICAGO, Illinois, hereby acknowledges receipt of the sunt of Five Hundred Thousand Dollars ($500,000) paid to it by TJiJLEPHONES, INC., an Iowa corporation, pursuant to the terms of the contract entered into with said TELEPHONES, INC. under date of February 5, 1962, and in consideration of said payment and of the tern1s and provisions of said contract, the undersig'Iled, MOODY BIBLE INSTITUTE OF CHICAGO hereby sells, assigns, transfers and sets over unto said TELEPHONES, INC., all of its right, title and interest as beneficiary under the Fisher ·Charitable Trust created by. wilJ of Burgie Lee Fisher of Martinsville, Henry County, Virginia, which was .duly probated in said Henry County on August 24, 1955. Said transfer and assignment is subject to a lien in favor of the undersigned MOODY BIBLE INSTITUTE OF CHICAGO in the amount of One Million Dollars ( $1,000,000) to be paid and discharged by said TELEPHONES, INC. upon the distribution to said TELEPHONES, INC. by the Trustees under said trust of the assets hereby assigned to said TELEPHONES, INC.



By ELMER A. EDMARY Chairman of the Board of

Trustees

WILLIA~f ClTLBERTSON President

(EX. B2)

ASSIGNMENT A.ND AGREEMENT

The undersigned, ASBUR.Y THEOLOGICAL SEl\flN ARY, of Wilmore, Kentucky, l1ereby acknowledges receipt of the sum of One Million Dollars ($1,000,000) pairl to it h~· TELEPHONES, INC., an Iowa corporation, pursuant to the' terms of the contract entered into with said TELEPifONES. INC. under elate of February 3, 1962, and in consideration of said payment and of the terms and provisions of said cmltract, the undersigned, ASBURY THEOLOGICAL SEMINARY, hereby sells, assigns, transfers and sets over unto said TELEPHONES, INC., all of its right, titl~ and int<:'r-


est as beneficiary under the Fisher Charitable Trust created by will of Burgie Lee Fisher of Martinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955. Said transfer and assignment is subject to a lien hereafter provided in favor of ASBURY THEOLOGICAL SEMINARY for the unpaid balance of the purchase price as provided in said contract to be paid and discharged as herein provided.

The undersigned TELEPHONES~ INC. agrees that all cash payments on the balance due of said two million dollars ($2,-000,000) shall be paid to ASBURY THEOLOGICAL SEMINARY as the principal, and any accumulated income or earnings of said trust shall become payable or distributable to ASBURY THEOLOGICAL SEMINARY or its assignee hereunder, under the terms of said will or under any order of court.

During the interim as provided in said contract of February 3, 1962, ASBURY THELOGICAL SEMINAJ;tY shall be entitled to receive regularly and periodically the usual income and earnings (including cash or ~tock dividends) dis-· tributable out of the assets of the said estate after the date hereof on the beneficial interest of ASBURY THEOLOGICAL SEMINARY or the assignee hereof and which may be directly attributable from time to time to the unpaid portion of the total consideration for this assignment (which now is two-thirds of the assets) held by the trustees for the benefit of Asbury Theological Seminary under said will.

As a guarantee to the payment of the regular and usual income and earnings enjoyed by ASBURY THEOLOGICAL SEMINARY attributable to the aforesaid principal unpaid from time to time, TELEPHONES, INC. will pay the equivalent thereof as interest in the event said earnings do no1" become distributable during the regular period.

As security to Asbury Theological Semin.ary for the payment of any unpaid portion of the principal amount of the consideration under said .contract and of any earnings, interest or income to which Asbury Theological Sen1inary may be entitled hereafter, ASBURY THEOLOGICAL SEMINARY is hereby granted a lien on all of the assets retained in the estate of Burgie Lee Fisher with respect to the interest of ASBURY THEOLOGICAL SE1\1INAR.Y as a beneficiary thereunder. · ·

In addition to the aforesaid, ASBURY THEOLOGICAL SEMINARY, as provided in said contract, shall receive 500 of the cash and of the appraised value of any assets (other than I..Jee Telephone Company stock referred to in sitid ·con-


tract) of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upoli the value of any assets distributed by the trustees in kind, it is agreed that the value fixed by an apprasier to be appointed by the highest court of record sitting in said Henry County shall be the value to be paid by us to ASBURY for said assets 'hereunder. If any stock of Lee Telephone Company (other th~n stock dividends) should be distributed to ASBURY, same shall be held by ASBURY for TELEPHONES, INC. until full purchase price has been paid to ASBURY.

Signed this 13th day of February, 1962.

Attest:


By FRANK BATEMAN STANGER Vice President

CHARLES E. CROUSE Ass 't. Secretary

Signed this day and year first above written.

Approved

TELEPHONES, INC.

BERTAL T. MALMQUIST Chairman of the Board

WALTER I. DE.FFFNBAUGH Attorney and assistant secretary

(EX. B3)

The undersigned, MOODY BIBLE INSTITUTE OF CHICAGO, Illinois, hereby acknowledges receipt of the sum of Five Hundred Thousand Dollars ($500,000) paid to it by TELEPHONES, INC., an Iowa corporation, pursuant to the terms of the contract entered into with said TELEPHONES, INC. under date of February 5, 1962, and in consideration of said payment and of the terms and provisions of said contract, the undersigned, MOODY BIBLE INSTITUTE OF


CHICAGO herehy sells, assigns, transfer·s and sets over unto said TELEPHONES, IN-C., all of its right, title and interest as beneficiary under the Fisher Charitable Trust created by will of Burgie Lee Fisher of Martinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955. Said transfer and assignment is subject to a lien in favor of the undersigned MOODY BIBLE INSTITUTE OF CHICAGO in the amount of One Million Dollars ($1,000,000) to be paid and discharged by said TELEPHONES, INC. upon the distribution to said TELEPHONES, INC. by the Trustees under said trust of the assets hereby assigned to said TELEPHONES, INC.



By ELMER A. EDMARY Chairman of the Board of Trustees

WILLIAM CULBERTSON President

(EX. Cl)

THIS AGREEMENT entered into this 28th day of March 1962, but as of March 21, 1962, by and between WHEATON COLLEGE of" Wheaton, Illinois, hereinafter referred to as ''Wheaton", and TELEPHONES, INC., an Iowa Corporation, hereinafter referred to as ''Telephones'';

WITNESSETH

THAT WHEREAS, on or about F~bruary · 3, 1962, the parties hereto entered into an agreement with respect to a future assignment of the beneficial interest of Wheaton in and to the assets of B. L. Fisher Estate and to its interest therein, reference to which contract is hereby made; and

WHEREAS, on February 13, 1962, the parties entered into a supplemental agreement by which Wheaton assigned all of its right, title and interest as beneficiary under the Fisher Will to Telephones and did at said time accept the sum of Five Hundred Thousand Dollars ($500,000.00) in cash reserving a lien on its interest in said estate to secure the further payment of additional sum of One Million Dollars ($1,-

34 Supreme Court of Appeals of Virg·inia

000,000.00) to be paid by Telephones to Wheaton and to further secure certain other benefits provided in said contract; and

WHEREAS, the parties desire to extend the said ~upplemental agreement and assignment so as to provide additional benefits hereinafter stated to the parties hereto and to delete from said assignment agreement a certain portion thereof;

NOW, THEREFORE, in consideration of the pl'emises herein stated, it is agreed as follows:

1. At the time and occasion that the said One Million Dollars ($1,000,000.00) shall becotne payable to Wheaton as provided in said assignment agreement, Telephones shall pay to Wheaton in addition thereto, the further sum of Twenty-six Thousand Dollars ( $26,000.00).

2. Telephones has this day executed its Promissorr Note in the principal sum of Two Hundred Thousand Dollars ($200,000.00), at no interest, payable in installments of Ten Thousand Dollars ($10,000.00) a year, beginning on July 1, 1962 and continuing thereafter from year to year until the entire sum has been paid. A copy of said note is annexed hereto.

3. That portion of said agreement of February 3, 1962 which reads as follows:

''plus (b) 25% of the cash and of the appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of thP trust assets. In the event that we cannot agree upon tl1e value of any assets distributed by the trustees in kind, it i!': ap:reed that the value fixed by an appraiser to he apnointed by the highest court of record sitting in said Henry County, slutll be the valu~ to be paid by us to you for said assets het~e~ under.''

is hereby deleted therefrom.

4. Any payments due Wheaton under this agreern.ent or any of said prior agreements shall not be reduced by reason of any expenses or costs incurred by the executors or trustees of the B. L. Fisher Estate by reason of litigation, adininistration or distribution of the assets thereof.

5. In consideration of the above and foregoing agreement

Telephones,. Inc., v. Frank G. LaPrade :35

on the part of Telephones, \Vheaton hereby assigns without recourse and transfers to Telephones (a) any and all notes of the executors and trustees of the estate of B. L. Fisher, deceased, now held by it, and (b) any and all other clahns and demands which it may now have against its executors and or trustees, which may 'hereafter arise out of any act or deed or failure to act on the part of said executors and trustees to do or perform, or which they may h.ave failed or neglected to do and perform, prior to the date of this assignment, and (c) any and all other rights, claims, interest of any nature, kind or description, which it has or may claim to ba.ve, as beneficiary of a eharitable trust of the will of B. L. Fisher, deceased, and not covered by the assignment executed by it on February 1, 1962, including any claim which it may have for monies advanced by it to enable the executors and trustees of said estate to exercise premnptive rights for tl1e purchase of any stock of the Lee Telephone Con1pany.

6. It is understood that Wheaton intends to file nn answer in the suit filed by said executor and trustees in the Circuit Court of Henry County, Virginia on or about February 9, 1962, in which Telephones was nmned a party defendant and in which answer it will disclaim anv intPrest in the suhject 1natter of said suit oth~r than its., rigl1t to receive the ~urn of One l\Hllion Twenty-Six Tlwmmnd Dollars ($1,026,-000.00) when 168,925 shares of stock of the said LeP Telephone Company now held by said executors and trustees, or the distributable proceeds of the sale thereof, shall be delivered by said executors or tt·ustees to Telephones, or ilnmediately after said delivery; and it will also ~et forth jn said answer its desire that said snit be promptly concluded and appropriate transfer of the assc~b;; of the trust lw made, and tlw trust declared ternlinatefl.

7. In furfher eonsideration of the forpg-oing n1atters to hQ donE:l and performed by Telephones, "\Vheaton states that it will have no complaint or furthE:lJ" claim of rights should Telephones see fit to pay a higher price to any of the minority stockholders of said Lee Tel~phone Compan~r for theil' stock tlwn~in than the price which Telephones has paid to Wheaton.

8. The lien provisions containPd in the assign1nent agn~ement aforesaid dated FebnulJT 13, 1962. shall attach to and apply also to the benefit of \Yheaton wit1, respect to the payment of the aforesaid additional payn~Pnt of Twenty-Six Thousand Dollars ($26,000.00).

9. All other provisions of the aforesaid agreen1ent dated February 13, 1962, not inconsiHtent l1erewitl1, shall rernain in fn 11 forc·e and effect.

36 Supre1ne Court of Appeals of Virginia

IN WITNESS WHEREOF, the parties have hereunto set their hands by and through their respective officers thereunto authorized as of the year and day first above written.

ATTEST:

WHEATON COLLEGE By HERMAN R. FISCHER

Its Chairman of Board of Trustees

,Is/ F. G. F AULI(NER Its .................. .

TELEPHONES, INC. By PERRY D. WOOD"\V ARD

Its President

ATTEST:

LEROY T. CAR.LSON Its Secretary

$200,000.00

NOTE

Chicago, Illinois March 21, 1962

For value received, the undersigned, Telephones, Inc., an Iowa Corporation, promises to pay to the order of Wheaton College, Wheaton, Illinois, the principal sum of Two Hundred Thousand Dollars, without interest, unless in default, as hereinafter provided, payable at the office of the payee, at Chicago, Illinois, or at such other place as the bolder hereof may designate in writing, in annual jnstallments of Ten Thousand ($10,000.00) Dollars. commencing on the first day of ,July, 1962, and on the first day of each July thereafter of every year until .said sum is fully paid, except that the flnal payment of the entire indebtedness evidenced hereby, if not sooner paid, shall be due and payable on the first day of .July, 1981.

Upon default of the payment of any installment of principal due for a period of sixty (60) days the entire principal hereof then remaining unpaid shall thereupon, at the· option

Telephones, Inc., Y. }Prank G. LaPrade 37

of the holder, become due and payable, and then interest at the rate of 6% per annum on the unpaid balance shall commence and continue until paid. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default.

The undersigned does hereby waive demand, protest and notice of demand and protest for nonpayment.

Attest:

TELEPHONES, INC. By PERRY D. WOODWARD

President-Maker

LEROY T. CARLSON Secretary

ENDORSERS

BERTAL T. MAL:J.\IIQUIST CHARLENE MALMQUIST

LEROY T. CARLSON 1\fARGARET D. CARLSON

(EX. C2)

THIS AGREEMENT entered into thj~ 21st day of March 1962, hy and between ASBURY THEOLOGICAL SEMINARY, a l{entucky corporation, hereinafter referred to as "Asbury" and Telephones, Inc., a Iowa corporation, hereinnfter referrf?d to as "Telephones".

'VITNESSETH:

THAT WHEREAS, on or about February 3, 1962, the parties hereto entered into an agremnent with respect to a future assignment of the beneficial interest of Asbury in and to the assets of B. L. Fisher estate and to its interest thcrPin, reference to which contract is hPreby made, and

WHEREAS, on February 13. 1962, the parties entered into a supplemental agreement by which Asbury assigned aU of its right, title and interest as beneficiary under the Fisher Will to Telepl1ones and did at said time accept the sum of One Mi1lion ($1,000,000.00) Dollars in cash reserving a lien on its interest in said estate to secure the further payment of ad-

38 · Supreme Court of Appeals of Virginia

ditional sum of Two Million ( $2,000,000.00) Dollars to be paid by Telephones to Asbury and to further secure certain other benefits provided in said contract. Reference is hereby made to said assignment agreement;

vVHEREAS, the parties desire to extend the said supplemental agreement and assignment so as to provide additional benefits hereinafter stated to the parties hereto and to delete from said assig-nment agreement certain portions thereof:

NOW THEREFORE, in consideration of the prmuises herein stated, it is agreed as follows :

1. At the time and occasion that the said Two lviillion ($2,000,000.00) Dollars shall become payable to Asbury as provided in said assignment agreement, Telephones .shall pay· to Asbury in addition thereto, the further sun1 of Fifty-two Thousand ( $52,000.00) Dollars.

2. The portion of said assignment agreement of February 13, 1962, which reads as follows:

"In addition to the aforesaid, ASBURY THEOLOGICAL SEMINARY, as provided in said contract, shall receive 50% of the cash and of the appraised valne of any asset!'! other than Lee Telephone Company stock referred to in said contract of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the trustees in kind, it is agreed that the value fixed by an appraiser to he appointed by the hi~hest court of record sitting in said Henrv Countv shall hP thP value to be paid h)"' us to ASBUR.Y for ~aid n~Ret.;: lwt'Punder. ''

is hereby deleted from said assignment contract and her£'after said paragraph shall l1ereafter have no force and ef-fu~ .

3. Telephones has this date executed its promissory note and in the principal sum of Four Hundred Thousand ($400,-000.00) Dollars at no interest, payable in installments of Twenty Thousand ($20,000.00) Dollars a year beginning in the year 1962 and continuing- thereafter from year io year until the .entire sum has been paid. A copy of said note is annexed hereto.


4. Any payments due Asbury under this agreement or any of said prior agreements shall not be reduced by reason of any expenses or costs incurred by the executors or trustees of the B. L. Fisher estate by reason of litigation, administration or distribution of the assets thereof.

5. In consideration of the above and foregoing agreement on the part of Telephones, Asbury hereby assigns and transfers to Telephones, Inc. (a) any and all notes of the executors and trustees of the estate of B. L. Fisher, deceased, now held by it, and (b) any and all other claims and demands which it may now have against. its executors and or trustees, which may hereafter arise out of any act or deed or failure to act on the part of said executors and trustees to do or perform, or which they may have failed or neglected to do and perform, prior to the date of this assignment, and (c) any and all other rights, claims, interest of any nature, kind or description, which it has or may claim to have, as beneficiary of a charitable trust of the Will of B. L. Fisher, deceased, and not covered by the assignment executed by it on February 13~ 1962, including any claim which it may have for monies borrowed and advanced or otherwise adtianced by it to enable the executors and trustees of ·said estate to exercise preemptive rights for the purchase of any siock of any Lee Telephone Company.

6. It is understood that Asbury intends to file an answer in the suit :filed by said executor and trustees in the Circuit Court of Henry County, Virginia on or about Febn1ary 9, 1962, in which Telephones was named a party defendant and in which answer it will disclaim any interest in the subject matter of said suit other than its right to receive fhe sum of Two Million, Fifty-Two Thousand ($2,052,000.00) Dollars when 168,925 shares of stock of the said Lee Telephone Company now held by said executors and trustees, or the distributable proceeds of the sale thereof, shall be delivered by said executors or trustees to Telephones, or immediately after sRid deliverv · anrl it will also set forth in said answer its desire that said suit be promptly concluded and appropriate transfer of the assets of the trust be made, and the trusts declared terminated.

7. In further consideration of the foregoin2' matters to be done and performed by Telephones, Asburv states thRt it will hRve no complaint or further claim of rie:hts . shoulrl Telephones see fit to pay a higher price to any of tbe minoritv stockholders of said Lee Telenhone ~omnanv for their stock therein thnn the price which Telephone~ has paid to Asbury.

8. The lien provisions contained in the assignment agree-


ment aforesaid dated February 13, 1~62, shall attach to and apply also to the benefit of Asbury with respect to the payment of the aforesaid additional payment of $52,000.00.

9. All other provisions of the aforesaid agreement dated February 13, 1962, inconsistent herewith, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have hereunto set their hands by and through their respective officers thereunto authorized as of the year and day first above written.

.Attest:


By FRANI{ BATEMAN STANGER Vice President

CHARLES E. CROUSE Ass't. Sec'y.

TELEPHONE, INC. By PERRY D. WOODWARD, Pres.

Attest:

LEROY T. CARLSON, Sec'y.

NOTE

$400,000.00

Lexington, Kentucky :J\1:arch 21, 1962

FOR VALUE RECEIVED, the undersigned, Telephones, Inc., an Iowa corporation, promises to pay to the order of Asbury Theological Seminary, a Kentucky corporation, the principal sum of $400,000.00, without interest, unless in default as hereinafter provided, payable at the office of the Payee, Asbury Theological Seminary, at Wilmore, Kentucky, or at such other place as the holder hereof may designate in writing, in annual installments of $20,000.00, commencing on the first day of July, 1962, and on the first day of each July thereafter of every year until said sum is fully paid, exce-pt that the final payment of the entire indebtedness evidenced


hereby, if not sooner paid, shall be due and payable on the first day of July, 1981.

Upon default in the payment of ~ny installment of principal due for a period of sixty (60) days, the entire principal hereof then remaining unpaid shall thereupon at the option of the holder hereof become due and payable; and then interest at the rate of six per cent (6%) per annum on the unpaid balance .shall begin to run and continue until paid. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default.

The undersigned does hereby waive demand, protest, and notice of demand, and protest for nonpayment.

TELEPHONES, INC. By: .................... .

President-Maker

ATTEST:

Secretary

ENDORSERS

(EX. C3)

THIS AGREEMENT entered into this 28th day of March 1962, but as of March 21, 1962 by and between MOODY BIBLE INSTITUTE, an Illinois corporation, hereinafter referred to as "Moody", and TELEPHONES, INC., an Iowa Corporation, hereinafter referred to as ''Telephones";

WITNESSETH

THAT WHEREAS, on or about February 3, 1962, the parties hereto entered into an agreement with respect to a future assignment of the beneficial interest of Moody in and to the assets of B. L. Fisher Estate and to its interest there-

. in, reference to which contract is hereby made; and

WHEREAS, on February 13, 1962, thP. parties entered into a supplemental agreement by which Moody assigned all of its rig·ht, title and interest as beneficiary under the Fis·her Will


to Telephones and did at said time accept the sum of Five Hundred Thousand Dollars ($500,000.00) in cash reserving a lien on its interest in said estate to secure the further payment of additional sum of One Million Dollars ($1,000,00.00) to be paid by Telephones to Moody and to further secure certain other benefits provided in said contract; and

WHEREAS, the parties desire to extend the said supplemental agreement and assignment so as to provide additional benefits hereinafter stated to the parties hereto and to delete from said assignment agreement a certain portion thereof;

NOW, TliEREFORE, in consideration of the premises herein stated, it is agreed as follows:

1. At the time and occasion that the said One Million Dollars ($1,000,000.00) shall become payable to Moody as provided in said assignment agreement, Telephones shall pay to Moody in addition thereto, the further sum of Twenty-six Thousand Dollars ($26,000.00).

2. Telephone3 has this day executed its Promissory Note in the principal sum of Two Hundred Thousand Dollars ($200,000.00), at no interest, payable in installments of Ten Thousand Dollars ($10,000.00) a year, beginning· on July 1, 1962 and continuing thereafter from year to year until the entire sum has been paid. A copy of said note is annexed hereto.

3. That portion of said agreement of February :l, 1962 which reads as follows:

"plus (b) 25% of the cash and of the appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court anproved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the trustees in kind, it is agreed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County. shall be the value to be paid by us to you for said asset~ hereunder."

is hereby deleted therefrom.

4. Any payments due :A{oody under this a!treement or anv of said prior agreements shall not be rednced by reason of any


expenses or costs incurred by the executors or trustees of the B. L. Fisher Estate by reason of litigation, administration or distribution of the assets thereof.

5. In consideration of the above and foregoing agreement on the part of Telephones, Moody hereby assigns without recourse and transfers to ·Telephones (a) any and all notes of the executors and trustees of the estate of B. L. Fisher, deceased, now held by it, and (b) any and all other claims and demands which it may now have against its executors and or trustees, which may hereafter arise out of any act or deed or failure to act on the part of said executors and trustees to do or perform, or which they may have failed or neglected to do and perform, prior to the date of this assignment, and (c) any and all other rights, claims interest of any nature, kind or description, which it has or may claim to have, as beneficiary of a charitable trust of the will of B. L. Fisher, deceased, and not covered by the assignment executed by it on February 13, 1962, including any claim which it may have for monies advanced by it to enable the executors and trustees of said estate to exercise preemptive rights for the purchase of any stock of the Lee Telephone Company.

6. It is understood that 1\{oody intends to file an answer in the suit filed by said executor and trustees in the Circuit Court of Henry County, Virginia on or about February 9, 1962, in which Telephones ·was named a party defenda.nt and in which answer it will disclaim any interest in the subject. matter of said suit other than its right to receive the sum of One Million Twenty-Six Thousand Dollars $(1,026,000.00) when 168,925 shares of stock of the said Lee Telephone Company now held by said executors and trustees, or the distributable proceeds of the sale thereof, shall be delivered by said executors or trustees to Telephones, or immdiately after said delivery; and it will also set forth in said answer its desir<:' that said suit be promptly concluded and. appropriate transfer of the assets of the trust be made, and the trust declared tPrminated.

7. In further consideration of the foregoing matters to be done and performed by Telephones, Moody states that it will have no complaint or further claim of rights should Telephones see fit to pay a higher price to any of the minority stockholders of said Lee Telephone Company for their stock therein than the price which Telephones has paid to Moody.

8. The lien provisions contained in the assignment agreement aforesaid dated February 13, 1962, shall attach to and

44 Supre1ue Court of Appeals of Virginia

apply also the benefit of Moody with respect to the payment of the aforesaid additional payment of Twenty-Six Thousand Dollars ( $26,000.00).

9. All other provisions of the aforesaid agreement dated F"'ebruary 13, 1962, not inconsistent herewith, shall reniain in full force and effect.

IN 'VITNESS WI-IEREOF, the parties have hereunto set their hands by and through their respective officers th~reuuto authorized as of the year and day first above written.

ATTEST:

MOODY BIBLE INSTITUTE By WILLIAM CULBERTSON

Its President

HENRY C. CROWELL Its Assistant Secretary

TELEPHONES, INC. By PERRY D. WOODWARD

Its President

ATTEST:

LEROY T. CARLSON Its Secretary

$200,000.00

NOTE

Chicago, Illinois March 28, 1962

FOR VALUE RECEIVED, the undersigned, Telephones, Inc., an Iowa corporation, promises to pay to the order of MOODY BIBLE INSTITUTE, an Illinois corporation, tho principal sum of $200,000.00, without interest, unless in default as hereinafter provided, payable at the office of the Payee, 820 N. LaSalle St., Chicago, Illinois, or at such other place as the holder hereof may designate in writing, in annual installments of $10,000.00, commencing on the first day


of July, 1962, and on the :first day of each July thereafter of every year until said sum is fully paid, except that the final payment of the entire indebtedness evidenced hereby, if not sooner paid, shall be due and payable on the first day of July, 1981.

Upon default in the payment of any installment of principal due for a period of sixty (60) days, the entire principal hereof then remaining unpaid shall thereupon at the option of the holder hereof become due and payable; and then interest at the rate of six per cent (6%) per annum on the unpaid balance shall begin to run and continue ·uiJtil _paid. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default.

The undersigned does hereby waive demand, protest, and notice of demand, and protest for nonpayment.

TELEPHONE1S, INC. By ..................... .

President-l\1:aker

ATTEST:

Secretary

ENDOR.SERS

COMPLAINANTS EXHIBIT NO. 27

Aug-ust . . . . 1955

I hereby request that the Lee Telephone Company deduct $ .......... from my pay, each pay day beginning September 9. 1955 and continuing until the full amount of my subscription for common stock is paid in full, but not to extend beyond August 26, 1956.

This deduction is to be used for the purchase of ....... . shares of Lee Telephone Company stock as per offer in letter of August 4, 1955.

. ...................... .

46 Supren1e Court of Appeal!:i of Virginia

COMPLAINANT'S EXHIBIT NO. 28

PURCHASE ORDER

LEE TELEPHONE COMPANY $10 Par Value Common Stock

Lee Telephone Company ~{artinsville, Virginia

Dear Sirs:

1955

I hereby offer to purchase . . . . . . shares of the Common Stock of the par value of $10.00 per share, at the price of $10.00 per share. I am purchasing this stock as offered to the bona fide employees of the Lee Telephone Company, and not for immediate resale to anyone else, or for anyone else, but as an investment for myself.

I am herewith enclosing$ ........ and the balance (if any) I desire to pay as follows:

This order is subject to your acceptance, and no .stock certificate is to be issued until the stock has been paid for in full.

Very truly ro~rs,

(Address)



Lee. Telephone Company Martinsville, Virginia

Salary paid F. G. LaPrade January 1, 1937 to December 31, 1962

Total Annual Unused Annual Salary Bonus Vacation Compensation

1937 2 330 00 200 00 2 530 00 1938 2 400 00 200 00 2 600 00 1939 2 400 00 350 00 2 750 oo 1940 2 400 00 575 00 2 975 00 1941 2 800 ()() 900 00 3 700 00 1942 a· ooo oo 650 00 3 650 00 1943. 3 000 00 650 00 3 650 00 1.944 3 300 00 700 00 4 000 00 1945 3 513 46 750 00 4 463 46 1.946 4 593 08 880 00 5 473 03 1947 5 544 16 975 00 6 519 16 1948 6 586 14 1 025 00 138 46 7 611 46 1949 7 985 00 1 020 00 318 46 9 323 46 1950 8 540 ()() 1 050 00 334 60 9 924 60 1951 9 125 00 1 115 00 357 70 10 597 70 1952 10 027 50 1 165 00 490 11 11 682 61 1953 10 986 63 1 215 00 657 69 12 859 32 1954 11 988 50 1 375 00 478 08 13 836 58 1955 14 550 00 1 400 00. 15 950 00 1956 18 900 00 1 400 00 20 300 00 19n7 19 038 35 1 400 00 20 438 35 1958 19 923 58 1 450 00 21 373 50 1959 22 404 25 1 450 00 23 854 25 1960 23 269 80 1 450 00 24 719 80 1961 25 302 75 500 00 25 802 75 1962 26 500 00 -0- 26 500 00



LEE TELEPHONE COlVIP .ANY Mll&TINSVILLE,VIRGINLA

Salary paid Garland T. LaPrade, January 1, 1937 to Dece1n-ber 31, 1962

Year .Annual Bonus Unused Total Amount Salary Vacation Compensation

1937 1 720 00 300 00 2 020 00 1938 1 800 00 300 00 2 100 00 1939 1 800 00 300 00 2 100 00 1940 1 800 00 375 00 2 175 00 1941 2 060 40 650 00 2 710 40 1942 2 100 00 775 00 2 875 00 1943 2 299 94 775 00 3 074 94 1944 2 396 01 800 00 3 196 01 1945 3 081 15 850 00 3 931 15 1946 3 738 46 820 00 4 558 46 1947 4 215 00 800 00 90.17 5 105 77 1948 4 770 00 850 00 -0- 5 620 00 1949 5 485 00 875 00 216 15 6 576 15 1950 5 350 00 890 00 230 76 6 970 76 1951 6 197 50 945 00 --0- 7 142 50 1952 6 855 00 1 005 00 281 54 8 141 54 1953 7 541 91 1 050 00 450 00 9 041 91 1954 8 138 08 1 120 00 323 08 9 626 16 1955 9 581 56 1 160 00 10 741 55 1956 12 595 43 1 160 00 13 755 43 1957 12 230 79 1 160 00 13 390 79 1958 13 442 55 1 200 00 14 642 55 1959 14 942 74 1 200 00 16 142 74 1960 16 154 24 1 200 00 17 354 24 1961 17 939 19 500 00 18 439 19 1962 19 200 00 -0- 19 200 00


COMPLAINANT'S EXHIBIT #19

lt,iled : 11/7/62

Board of Trustees of Asbury Theological Seminary

Wilmore, Kentucky

ArrTN: Mr. W. E. Savage

Gentlemen:

February 1, 1962

Referring to our offer dated January 30, 1962, regarding the purchase of Asbury Theological Seminary's beneficial interest in the Fisher Charitable Trust, we hereby ag-ree in consideration of your acceptance of said offer that until the purchase price is paid in full, we will pay to you that proportion of any cash dividends paid on your proportionate interest in the stock of the Lee Telephone Company, held in said Trust, equal to the proportion of the purchase price for your interest in said Trust, unpaid from and after the date of your assignment to us of your interest in said Trust as provided in said contract.

Yours very truly,

TELEPHONES, INC.

Berte] T. Malmquist, Chairman of the Board

ATTEST:

Assistant Secretary


Wilmore, Kentucky

ATTN: Mr. W. E. Savage

Gentlemen:

January 30, 1962

We understand that Moody Bible Institute of Chicago,


Illinois, and Wheaton ·College of Wheaton, illinois each owns a 25% beneficial interest and you own the remaining 50% beneficial interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of Martinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955; that there ls now held by said Trustees in said trust 168,925 shares, or approximately 72% of the total outstanding shares of the Lee Telephone Company, a. Virginia corporation which has its principal offi~es in and serves the city of Martinsville, Virginia a11d surroundin~ territory.


The purchase price shall be (a) $35.50 per share for ypur proportionate interest in the shares of said Lee Telephone Company stock now held in said trust, plus (b) 50% of the cash and of the appraised value of any qther assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approveq trustees' or otl1er fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the trustees in kind, it is ag-reed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County, shall be the value to be paid by us to you for said assets hereunder.

vVe are making to said Moody Bible Institute of Chicago, illinois and to said Wheaton ·College of Wheaton, Illinois an offer identical in all respects to the offer herewith made to you except as to the name of the offeree and the purchase price which is one-half the purchase price offered to you by reason of their respective ownerships of only a 25% interest in said trust.

This offer is conditioned upon an acceptance by you, in writing·, in the Inanner indicated On the form of acceptance pro-

. vided for at the end of this letter and copy thereof tendered to. you her~with, and upon a similar acceptance by said Moody B1ble Institute and by said "Theaton College of the respective offers made to them, all said acceptances to be made on or before the 6th day of February, 1962. If all such acceptances shall be made within such time, then this offer and its acceptance shall stand and be and become a binding contract between us and the acceptances of the other two offerees shall


constitute binding contracts between us and them respectively, otherwise this offer shall stand withdrawn as of the end of the time specified.

As hereinafter set forth, we are 1uaking an offer to the Trustees of the trust created by said Will to purchase all of the shares of said Lee Telephone Company held by said Trustees, at a price of $35.50 per share, .said offer to be accepted by the Trustees is not more than ten (10) days from the date hereof, a copy of which offer is attached as Exhibit ''A'' hereto.

Prmnptly upon tlw acceptance by yon, said :Nioody Bible Institute and said Wheaton College, we hereby authorize you, said Moody Bible Institute and said Wheaton College to transmit our sig'lled offer to said Trustees as per Exhibit'' A'' attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees with your recommendation that they accept the same. If said offer to said Trustees is accepted upon the tertns and conditions Ret forth in said offer and said purchase is consummated pur-· suant thereto, then this contract between ourselves and you shall stand cancelled and becon1e null and void, otherwise to remain in full force and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at an earlier date is rejected by said Trustees, then within five ( 5) days thereafter we shall pay to you in cash the sum of $1,000,000.00 concurrently with your delivery over to us of a full and complete assignment of all your right, title and interest as a beneficiary under said Fisher Charitable Trust, .subject to a lien thereof of $2,000,000.00 payable to Asbury Theological Seminary. Simultaneously you will give us your assurance that you will tnake available to us your records and other documents in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for the purpose of bringing. about a termination of said trust, we to pay you your reasonable expenses in rendering such aid.

'\Ve will pay you the l'etnainder of the consideration due you on the purchase price promptly upon the distribution to us by the Trustees of the assets purchased hereunder.

If this offer is agreeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a signed copy of your acceptance, whereupon this letter with

52 Sup,rmne Court of Appeals of Virginia

your acceptance shall.constitute a contract between us on the terms and conditions above outlined.

Very truly yours,

TELEPHONES, INC.

Bertel T. Mahnquist, Chairn1an of the Board

ATTEST:

........................ Assistant Secretary

vV e hereby accept the above and foregoing offer on the terms and conditions therein stated this .. day of February, 1962.


lvir. Harold E. Stockburger Chairman of the Board of rrrustees

of l{oody Bible Institute 820 North LaSalle Street Chicago, Illinois

Dear Sir:

February 1, 1962

Referring· to our offer dated January 30, 1962, regarding the purchase of Moody Bible Institute '.s beneficial interest in the Fisher Charitable Trust, we hereby agree in consideration of your acceptance of said offer that until the purchase price is paid in full, we will pay to you that proportion of any cash dividends paid on your proportionate interest in the stock of the Lee Telephone Company, held in said Trust, equal to the proportion of the purchase price for your interest in said Trust, unpaid from and after t11e date of your assignment to

Telephones, Inc., v. E,rauk G. LaPrade 53

us of your interest in said Trust as provided in said contract.

Yours very truly,

TELEPHONE, INC.

Bertel T. Malmquist, Chairman of the Board

ATTEST:

Assistant Secretary

:Nir. l-Iarold E. Stockburger Chairman of the Board of Trustees

of l\{oody Bible Institute 820 North LaSalle Street Chicago, Illinois

Dear Sir:

January 30, 1962

We understand that 1\'Ioody Bible Institute owns a 25% beneficial interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of 1viartinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955; that Wheaton College of vVheaton, lllinois owns a 25% beneficial interest and Asbury Theological Seminary of Wilmore, Kentucky, owns the remaining 50% beneficial interest in said trust; that there is now held by said Trustees in said trust 168,925 shares, or approximately 72% of the total outstanding shares of the Lee Telephone Company, a Virginia corporation which has its principal offices in and serves the city of Martinsville, Virginia and surrounding territory.

We herebv offer to purchase your entire 25% beneficial interest in said trust, as follows :

The purchase price shall be (a) $35.50 per share for your proportionate interest in the shares of said Lee Telephone Company stock now held in said trust, plus (b) 25% of the ca~h and of the appraised value of any other assets of said


trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees or other !ees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the Trustees in kind, it is agreed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County, shall be the value to be paid by us to you for said assets hereunder.

We are making to said Wheaton College of "\Vheaton, Illinois an offer identical in all respects to the offer· herewith made to you, except as to the name of the offeree, and to said Asbury Theological Seminary of Wilmore, Kentucky an offer identical in all respects to the offer herewith made to you, except as to the name of the offeree, and the purchase price to be twice the purchase price offered to you, by reason of its ownership of a 50% interest in said trust.

This offer is conditioned upon an acceptance by you, in writing, in the manner indicated on the form of acceptance provided for at the end of this letter and copy thereof tendered to you herewith, and upon a Aimilar acceptane.e by said Wheaton College and by said Asbury Theological Seminary of the respective offers made to them, all said acceptances to be made on or before the sixth day of February, 1962. If all sucl1 acceptances shall be made within such time, then thi ~ offer and its acceptance shall stand and be and become a binding contract between us and the acceptances of the other two offerees shall constitute binding contracts between us and them respectively, otherwise this offer shall stand withdrawn as of the· end of the time specified.

As hereinafter set forth. we arP mnking an offer to the Trustees of the trust cr·ented by said Will to purchase all of the shares of said Lee Telephone Company held by said trustees, at a price of $35.50 per share, said offer to be accepted by the Trustees in not more than ten (10) days from the date hereof, a copy of which offer is attached as Exhibit ''A'' hereto.

Promptly upon the acceptance by you, said Wheaton College and said Asbury Theological Seminary, we hereby authorize you, said Wheaton College and ~aid Asbury Theological Seminary to transmit our signed offer to sa.id Trustees as per Exhibit "A" attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees with your recommendation that they accept the same. If said offer to said Trustees is accepted upon the terms and conditions set forth in said offer and said purchase is (lOnsummated pursuant thereto. then this cont):"act between


ourselves and you shall stand cancelled and become null and void, otherwise to remain in full force and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at an earlier date is rejected by said Trustees, then within five ( 5) days thereafter we shall pay to you in cash the sum of $500,000.00 concurrently with your delivery over to us of a full and complete assignment of all your right, title and interest as a beneficiary under said Fisher Charitable Trust, subject to a lien thereon of $1,000.000.00 payable to Moody Bible Institute. Simultaneously you will give us .your assurance that you will make available to us your records and other documents in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for the · purpose of bringing about a termination of said trust, we to pay you your reasonable expenses in rendering such aid.


If this offer is ·agreeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a signed copy of your acceptance, between us on the terms and conditions above outlined.

Very truly yours, ·

TELEPHONES, INC.

Chairman of the Board

ATTEST:

Assistant Secretary

We hereby accept the above snd foreg-oing offer on the terms and conditions therein stated this sixth day of February. 1962.

MOODY BIBLE INSTITUTE

........................

. . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . Its Trustees


February 1, 1962

Mr. Herman A. Fischer Chairman of the Board of Trustees

of Wheaton College One North LaSalle Street Chicago 2, lllinois

Dear Sir:

Referring to our offer dated January 30, 1962, regarding the purchase of Wheaton College's beneficial interest in the Fisher Charitable Trust, we hereby agree is consideration of your acceptance of said offer that until the purchase price is paid in full, we will pay to you that proportion of any cash dividends paid on your proportionate interest in the stock of the Lee Telephone Company, held in said Trust, equal to the proportion of the purchase price for your interest in said Trust, unpaid from and after the date of your assignment to us of your interest in said Trust as provided in said contract.

Yours very truly,

ATTEST:

.Assistant Secretary

Mr. Herman A. Fischer

TELEPHONES, INC.

Bertel T. Malmquist Chairman of the Boarrl

January 30, 1962

Chairman of the Board of Trustees of Wheaton College

One North LaSalle Street Chicago 2, Illinois

Dear Sir:

We understand that Wheaton 'College owns a 25% beneficial


interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of Martinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955; that the Moody Bible Institute of Chicago, Illinois owns a 25% beneficial interest and Asbury Theological Seminary of Wilmore, Kentucky, owns the remaining 50% beneficial interest in said trust; that there is now held by said Trustees in said trust 168,925 shares, or approximately 72% of the total outstanding shares of the Lee Telephone Company, a Virginia corporation which has its principal offices in and serves the city of Martinsville, Virginia and surrounding territory.


The purchase priee shall be (a) $35.50 per share for your proportionate interest in the shares of said Lee Telephone Company stock now held in said trust, plus (b) 25% of the cash and of the appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of ·any assets distributed by the Trustees in kind. it is agreed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County, shall be the value to be paid by us to you for said assets hereunder.

We are making to said Moody Bible Institute of Chicago, IHinois an offer identical in nll respects to the offer herewith made to you, except as to the name of the offP.ree, and to said Asbury Theological Seminary of Wilmore, l{entucky an offer identical in all respects to the offer herewith made to you, except as to the name of the offeree, and the purchase price to he twice the purchase price offered to you, by reason .of its ownership of a 50% interest in said trust.

ThiR offer is conditioned uoon an acceptance by yon, in writing-, in the manner indicated on the form of acceptance provided for at the end of this Jetter and copv thereof tendered to vou herewifh, and upon a similar accelJtance hy said Moodv Rible Institute and by said Asbury Theological Seminary of the respective offers made to them, all said acceptances to he made on or before the sixth day of February, 1962. If all Allen acceptances shall be made within such time, then this


offer and its acceptance .shall stand and be and become a binding contract between us and the acceptances of the other two offerees shall constitute binding contracts between us and them respectively, otherwise this offer shall stand withdrawn as of the end of the time specified.

As hereinafter set forth, we are making an offer to the Trustees of the trust created by said Will to purchase all of the shares of said Lee Telephone Company held by said Trustees, at a price of $35.50 per share, said offer to be accepted ·by the Trustees in not more than ten (10) days from the date hereof, a copy of which offer is attached as Exhibit ''A'' hereto.

Promptly upon the acceptance by you, said Moody Bible Institute and said Asbury Theological Seminary, we hereby authorize you, said Moody Bible Institute and said Asbury Theological Seminary to transmit our signed offer to said Trustees as per Exhibit ''A'' attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees with your recommendation that they accept the same. If said offer to said Trustees is accepted upon the terms and conditions 8et forth in said offer and said purchase is consummated pursuant thereto, tlten this contract between ourselves and you shall .stand cancelled and become null and void, otherwise to remain in full force and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at an earlier date is rejected by said Trustees, then within five ( 5) days thereafter we shall pay to you in cash the sum. of $500,000.00 concurrently with your delivery over to us of a full and complete assignment of all your right, title and interest as a beneficiary 1mder said Fisher Charity Trust, subjec~t to a lien thereon of $1,000,000.00 payable to Wheaton College. Simultaneously you will give us your assurance that you will make available to us your records and other documenta in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for the purpose of bringing about a termination of said trust, we to pay you your reasonable expenses in rendering such· aid.


If this offer is agreeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a

Telephones~ Inc., v. Frank G. LaPrade 59

signed copy of your acceptance, whereupon ~s letter with your acceptance shall constitute a contract between us on the terms and conditions above outlined.

Very truly yours,

TELEPHONES, INC.


A'ITEST:

Assistant Secretary

. We hereby accept the above and foregoing offer on the terms and conditions therein stated this day of February, 1962.

WHEATON COLLEGE

................. , ...... .

Its Trustees

Virginia:

Circuit Court Henry County~ Rec'd. and filed this the 22 day of Nov., 1963.

Teste:

JOl-IN H. MATTHEWS, Clerk.

COMPLAINANT'S EXIDBIT ....

Virginia:

In the Circuit Court of Henry County.

Frank G. LaPrade, et al., Complainants,

v.

Asbury Theological Seminary a Kentucky Corporation, et al., Defendants


ANSWER

Now comes ASBURY THEOLOGICAL SEMINARY, a Kentucky Corporation, defendant in the above-styled case, by and through its attorneys, and for answer to the Bill of Complaint states as follows:

1. Defendant admits the allegations contained in Para, graphs 1, 2, and 3 of the complaint.

2. Defendant is without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 4 of the complaint.

3. This defendants admits that the defendant beneficiaries under the will of B. L. Fisher have assigned their interests in the estate to the defendant, Telephones, Inc.

4. (a) On or about February 3, 1962, this defendant entered into an agreement with the defendant, Telepl1ones, Inc., and defendants, 1\{oody Bible Institute of Chicago. and Trustees of Wheaton College entered into similar ·agreements. A copy of said agremnent is annexed hereto and made a part hereof as if fully set out herein and designated as Exhibit A.

(b) On or about February 13, 1962, this defendant, pursuant to the aforementioned contract of February 3, 1962, assigned all of its right, title, and interest as beneficiary under the Fisher will to Telephones, Inc., and did at said time accept the sum of $1,000,000.00 in cas'h, rese1·ving a lien on its interest in said estate to the extent of $2,000,000.00 to secure the payment thereof by Telephones, Inc., of the fn rther sum of $2,000,000.00 and to further secure certain other benefits provided in said contJ·act. A copy of the assignment is annexed hereto and made a part hereof as if fully set out herein and designated Exhibit B.

7. The Executors of the B. L. Fisher Estate borrowed from Asbury Theological Seminary certain sums of money to exercise their pre-emptive right to purchase certain shares of the common stock of Lee 'J1elephone Company. The sums due this defendant from the Executors hv reason of the aforesaid loan have not been assigned hy this defendant to Telephones, Inc., hut are now dne and owin!!' to this defendant and should be paid as soon as practicable out of the assets of the Estate of B. L. Fisher.

"V\TI-IEREFORE, this defendant prays:

1. That tbe trust referred to in tl1e will of B. L. Fisher l>e terminated;


2. That the Court enter appropriate orders to protect and secure this defendant in the payment of all rights and benefits referred to in the assignment dated February 13, 1962, between it and Telephones, Inc.;

3. That the Court direct the complainants to pay to this defendant any sums that may be due by reason of the aforesaid loans, and

4. For any and all other relief to which it may appear entitled.

HOLMAN WILLIS, JR .. Roanoke, Virginia Attorney for .A.sbury T'heological

Seminary

Of Counsel

HARBISON, KESSINGER, LISLE &BUSH

709 Security Trust Building Lexington, Kentucky

Virginia:

Circuit Court Henry County, Rec'd. and filed this the 8 day of May, 1963.

Teste:

JOHN H. MA'fTHEWS, Clerk.

PLAINTIFF EXHffiiT NO. 1

1\{r. Berte} T. Malmquist Chairman of the Board Telephones, Incorporated Suite 3202, 135 South LaSalle Street Chicago 3, lllinois

Dear Mr. Malmquist:

February 6, 1962

I received on yesterday afternoon your letter of February 3rd, in which was enclosed a . certain agreement with th.e beneficiary institutions under the Trust of the Fisher will.


While I ·am not aware as to why these papers were furnished me, they give information which I was not cognizant of before.

I see no necessity of discussing the matter of your bid on the stock held by the Trust at this time. I assure you the bid will be given careful consideration by the Executors under the Fisher will.

Very truly yours,

Kennon C. Whittle

PLAINTIFF EXHIBIT #6

Law Offices CAMPBELL, CLITHERO, FISCHER & GUY

One North La Salle Street

Mr. Frank G. LePrade % Lee Telephone Co. Martinsville, Virginia

Mr. Garland T. LePrade % Lee Telephone Co. Martinsville, Virginia

Hon. Kennon C. Whittle Martinsville, Virginia

Chicago 2

Executors and Trustees under the Will of Burgie Lee Fisher, Deceased

Gentlemen.:

·Telephone 236-1736

January 31, 1962

Herewith I hand you an offer by Telephones, Inc. to purchase of the stock of Lee Telephone Company owned by the trust.

I am mailing the originals of this letter and of the proposals to Mr. Frank G .. LePrade as he is named first in the offer; but I am enclosing conformed thennofaxes in the letters mailed to the other two trustees.


In behalf of Moody Bible Institute and Wheaton College I inform you that both these institutions desire that the enclosed offer for the stock of Lee Telephone Company be accepted within the time which it specifies and that ~he sale of this stock be consummated.

I expect that a similar letter will reach you from Asbury Theological Seminary shortly after you receive this letter.

Your acknowledgment of this letter will be appreciated.

Yours very truly,

CAMPBELL, CLITHERO, FISCHER & GUY

BY

HAF-CZ

CC to Mr. W. R .. Broaddus, Jr.

T:JTILEPHONES, INC. Suite 3202, 135 South LaSalle Street Chicago 3, lllinois, Phone CEntral 6-6745

Messrs. Frank G. LePrade Garland T. LePrade and Kennon a·. Whittle, as Executors and Trustee.s under the Will of Burgie Lee Fisher.

Gentlemen:

January 30, 1962

'Ve understand that as Executors andjor Trustees under the Will of Burgie Lee Fisher you now hold approximately 168,925 shares of the stock of Lee Telephone Company, a Virginia corporation, with its principal office in and serving the City of Martinsville, Virginia, and surrounding territory, and that the Moody Bible Institute of Chicago, Illinois, and "\Vheaton College of Wheaton, Illinois, each own a 25% beneficial interest in the trust created by said Will, and that Asbury Theological Seminary of Wilmore~ Kentucky, owns a 50% interest in said trust, and that each of said institutions likewise have a corresponding- percentage of ownership in the shares of stock of said Lee Telephone Company, held by you as Trustees.

64 Supreme Court of .Appeals of Virginia

We hereby make to you as such Executors and Trustees an offer to purchase all of the shares of said Lee Telephone Company, held by you ·as such Executors or as such Trustees, at a price of $35.50 per share, provided this offer is accepted in not more than ten days from the date hereof, you to deliver the shares to us not later than thirty days after the acceptance of this offer upon the payment by us to you of the purchase price thereof. The price of $35.50 per share is to be adjusted to reflect any change in the then book value of said stock resulting from any cash or other dividend declared due or any other action taken by the directors of the corporation between the date hereof and the date of your acceptance of their offer.

Upon receipt of notice of the acceptance by you of this offer, we will deposit with such bank as you may designate 10% of the total purchase price of ~aid shares with the balance to be paid upon delivery of the certificates therefor, such delivery to be made within fifteen days thereafter.


ATTEST:

Assistant Secretary

TELEPHONES, INC.

Yours very truly,

TELEPHONES, INC.

BERTEL T. MAL:n.IQUIST, Chairman of the Board

Suite 3202, 135 South LaSalle Street Chicago 3, Illinois, Phone CEntral 6-67 45

1\Ir. F. G. LaPrade Lee Telephone Company 1\fartinsville, Virginia

Dear Mr. Laprade:

January 30, 1962

Coincidental with the acceptance of the offer of Telephones, Inc. to the executors andjor the trustees of the Fischer Charitable Trust, we would appreciate your assistance in forward-


ing an identical offer, i.e. $35.50 per share, to all other minority shareholders, such offer to be good for twenty (20) days from the date of your acceptance.

We would be guided by your judgment as to any other suggestions you might have in this respect.

M'W

Yours very truly,


PLAINTIFF EXHIBIT NO. 11

WESTERN UNION TELEGRAl\11

Western Power & Gas Company

Pueblo, Colo.rado February 7, 1962

CONFIRMATION

Frank La Parde, Garland LaPrade and Kennon Whittle Executors and Trustees under Will of B. L. Fisher, deceased Lee Telephone Company Martinsville, Virginia

We hereby offer forty-two dollars and fifty cents per share cash for all of the presently outstanding common shares of Lee Telephone Company and in any case not less than the more than seventy percent of the total outstanding shares which we understand are held by the trustees or as an alternative we offer one -and six tenth~ shares of our common .stock for each share of the presently outstanding shares of Lee Telephone which at the bid price of twenty-nine and one eighth shown in todays Wall Street Journal would be equivalent to forty-six dollars and sixty cents. The cash offer herein and the alternative stock offer herein will bind us if and when accepted by the Trustees on or before February sixteenth for t'he more than seventy percent they control without regard to minority holders. Further we state due to tax considerations we could improve stock offer if holders of not less than eighty percent of Lee Telephone stock accept offer and will state that they did not accept stock for purpose of resale and would hold more than half of stock they receive


for perhaps two years. If you wish to explore this last phase our representative would come there promptly for discussion. In any case if cash offer accepted we could close yet this month if desired and stock deal could be closed by end of March. We assume you realize that if stock offer is accepted by holders of at least eighty percent of Lee Telephone stock presumably it would be a tax free transaction for Lee Telephone stockholders. Present dollar dividend on Western Power common would be equivalent to one dollar and sixty cents for one and six tenths shares or twice present Leo Telephone dividend per share. You are -at liberty to and we shall appreciate it if you will communicate this information to all stockholders of Lee Telephone.

WESTERN POWER & GAS COMPANY

By JUDSON LARGE, President

Air mail confirmations to LaPrade and to Messrs. Duckett and Large.

Note to: Western Union: Deliver to Frank LaPrade


WESTERN UNION TELEGRAM

Ross, McGowan, Ilardies & 0 'Keefe 122 South Michigan Avenue,

Chicago, lllinois

February 8, 1962

Mr. Frank LaPrade Lee Telephone Company 1\.fartinsville, Virginia

Our offer of February 7, 1962, to executors and trustees under will B. L. Fisher is supplemented to provide that it will remain open for such time as may be required to prepare and file an application for any necessary court approval and for court to act upon such application.

3:20P.M. M.AH:AM

WESTERN POWER & GAR COMPAN·Y

By JUDSON LARGE, President



WESTERN UNION TELEGRAM

JNA 178 CTD 599 RB40 R MSA078 LONG PD M.ARTINSVILLE VIR 8 556P

EST Western Power & Gas Company Attn Mr. Judson Lat·ge

President, 120 South La Salle St Chgo

We hereby accept your offer to purchase 168,925 shares of common stock of Lee Telephone Company held in the Fisher Estate, being more than seventy per cent of the total outstanding shares at $42.50 per share ca, our mutual obligations being subject, as set forth in your supplemental wire of today, to the condition that we shall secure approval by the appropriate court. We agree promptly to institute suit for such approval.

We will advise the other ~tockholders of your willingnes;:; to purchase the shares of common stock held by them at the same price, conditioned upon consummation of our sale to you.

168,925 $42.50.

FRANK G .. LAPRADE G.ARLAND T. LAPRADE KENNON C. WHITTLE

Executors and Trustees under Will of Burgie Lee Fisher

PLAINTIFF'S EXHIBIT NO. 14

TELEPHONES, INC. Suite 3202, 135 South LaSalle Street Chicago 3, Illinois, Phone CEntral 6-67 45

Delivered to LTCo office 2/5/62 Recieved by F G LaPrade 2/6/62

Mr. F. G. LePrade Lee Telephone Company Martinsville, Virginia

Dear Mr. LePra de:

February 3, 1962

Enclosed are copies of our agreements with the institutions

68 Supreme Court of Appeals of Vit-ginia

who are the beneficiaries under the Trust. We are furnishing Mr. Stone, our attorney's opinion of the obligation this imposes upon the trustees.

If you wish to discuss this in person I would be glad to n1eet with you.

Attach. Agree

Board of Trustees of

Yours very truly,

TELEPHONES, INC.

BERTEL T. l\U.LMQUIST Chairman of the Board

February 1, 1962

As bury Theological Seminary "\Vilmore, Kentucky

ATTN: Mr. W. E. Savage

Gentlemen:

Referring to our offer dated January 30, 1962, regarding the purchase of Asbury Theological Seminary's beneficial interest in the Fisher Charitable Trust, we hereby agree in consideration of your acceptance of said offer that until the purchase price is paid in full, we will pay to you that proportion of any cash dividends paid on your proportionate interest in the stock of the Lee Telephone Company, held in said Trust, equal to the proportion of the purchase price for your interest in said Trust, unpaid from and after the date of your assignment to us of your interest in ~aid Trust as providPd in said contract.

Yours very truly,

TELEPHONES, INC.

BERTEL T. MALMQUIS'I'. Chairman of the Board

ATTEST:

Assistant Secretary



vVilmore, J(entucky

ATTN. Mr. ,V. E. Savage

Gentlemen :

January 30, 1962

~7 e understand that l\ioody Bible Institute of Chicago, Illinois, and Wheaton College of vVheaton, Illinois each owns a 25% beneficial interest and you own the re1naining 50% beneficial interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of 1\IIartinsville, Henry tC'ounty, Virginia, which was duly probated in said Henry County on August 24, 1955; that there is now held by said Trustees in said trust 168,925 .shares, or approximately 72% of the total outstanding shares of the Lee Telephone Company, a Virginia corporation which has its principal offices in and serves the city of Martinsville, Virginia and surrounding territory.

\Ve hereby offer to purchase your entire 50% beneficial interest in said trust, as follows :

The purchase price shall be (a) $35.50 per share for your proportionate interest in the shares of said Lee Telephone Company stock now held in said trust, plus (b) 50% of the cash and of tl1e appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the trustees in kind; it is agreed that the value fixed by an appraiser to be appointed by the highest court of record sitting in said Henry County, shall be the value to be pnid by us to you f01· said assets hereunder.

We are making to said Moody Bible Institute of Chicago, Illinois and to said \Vheaton College of Wheaton, Illinois an offer identical in all respe.cts to tl1e offPr herewith made to you (lXCept as to the name of the offeree and the purchase pri('(l whieh is one-half the purchase price offered to you by reason of their respective ownership of only a 25% interest · iu ~.:aid trnst

This offer is conditioned upon an acceptance by you, in writing, in the n1anner indicated on the fonn of acceptance provided for at the' end of this le.tter and copy thereof tendered to you herewith, and upon a similar acceptance by said Moody Bible Institute and by said Wheaton College of the


respective offers made to them, all said acceptances to be made on or before the 6th day of February, 1962. If all such acceptances shall be made within such time, then this offer and its acceptance shall stand and be and become a binding contract betwe.en us and the acceptance of the other t.wo offerees shall constitute binding contracts between us and them respectively, otherwise this offer shall stand withdrawn as of the end of the time specified.

As hereinafter set forth, we are making an offer to the Trustees of the trust created by said 'V ill to purchase all of the shares of said Lee Telephone Company held by said Trustees, at a price of $35.50 per share, said offer to be accepted by the Trustees is not more than ten (10) days from the date hereof, a. copy of which offer is attached as Exhibit "A" hereto.

Promptly upon the acceptance by you, said Moody Bible Institute and said Wheaton College, we hereby authorize you, said Moody Bible Institute and said Wheaton College to transmit our signed offer to said Trustees as per Exhibit ''A'' attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees 'vith your recommendation that they accept the same. If such offer to said Trustees is accepted upon the terms and conditions set forth in said offer and said purchase is consummated pursuant thereto, then this contract be.tween ourselves and you shall stand cancelled and become null and void, otherwise to remain in full force and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at an earlier date is rejected by said Trustees, then within five ( 5) days thereafter we shall pay to you in cash the sum of $1,000,000.00 concurrently with your delivery over to us of a full and complete assignment of all of your right, title and interest as a beneficiary under said Fisher Charitable Trust, subject to a lien thereof of $2,000,000.00 payable to Asbury Theological Seminary. Simultaneously you will give us your assurance that you will make available to us your records and other documents in your possession, and render such other aid as 1nay be within your reasonable ability to render should we n~ed or request same, for the purpose of bringing about a termination of said trust, we to pay you your reasonable expenses in rendering- such aid.

We will pay you the re1nainder of the consideration due you on the purchase price promptly upon the distribution to u~ by the Trustees of the assets purchased hereunder.

If this offer is.agreeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a signed copy of your acceptance, whereupon this letter with


your acceptance .shall constitute a contract between us on the terms and conditions above outlined.

ATTEST:

Assistant Secretary

Very truly yours,


We hereby accept the above and foregoing offe.r on the terms and conditions therein stated this ...... day of February, 1962.


EXIDBIT "A"

~fessrs. Frank G. LaPrade, Garland T. LaPrade and Kennon C. Whittle, as Executors and Trustees under the Will of Burgie Lee Fisher.

Gentlemen :

'Chicago, Illinois January 30, 1962 ·

We understand that as Executors and/or Trustees under the Will of Burgie Lee Fisher you now hold approximately 168,925 shares of the stock of Lee Telephone Company, a Virginia. corporation, 'vith its principal office in and serving the City of Martinsville, Virginia, and surrounding territory, and that Moody Bible Institute of Chicago, Illinois, and Wheaton College of 1\TIJ.eaton, Illinois, each own a 25% ·beneficial interest in the trust created by said Will, and that Asbury Theological Seminary of 1\Tilmore, Kentucky, owns a 50% interest in said trust, and that each of said· institutions likewise have a corresponding percentage of ownership in the


shares of stock of said Lee Telephone Company, held by you as Trustees.

We hereby make to you as such Executors and Trustees an offer to purchase all of the shares of said Le~ Telephone Company, held by you as such Executors or as such Trustees, at a price of $35.50 per share, provided this offer is accepted in not more than ten days from the date hereof, you to deliver the shares to us not later than thirty days after the acceptance of this offer upon the payment by us to you of the purchase price thereof. The price of $35 50 per share is to be adjusted to reflect any cl1ange in the then book value of said stock resulting from any cash or other dividend declared du2 or any 'Other action taken by the directors of the corporation between the date hereof and the date. of your acceptance of their offer.

Upon receipt of notice of the acceptance by you of this offer, we will deposit with such bank as you may designate 10% of the total purchase price of said shares with the balance to be paid upon delivery of the certificates therefor, such delivery to be made within :fifteen days thereafter.


ATTEST:

Assistant Secretary

1\Ir. F. G. LaPrade Lee Telephone Company Martinsville, Virginia

Dear Mr. LaPrade:

Yours very truly,

TELEPHONES, INC. Bertel T. Malmquist 'Chairman of the Board

January 30, 1962

Coincidental with the acceptance of the offer of Telephones, Inc. to the executors and/or the trustees of the Fisher Charitable Trust, we would appreciate your assistance in forwarding an identical offer, i.e. $35.50 per share, to all other


minority shareholders, such offer to be good for twenty (20) days from the date of your acceptance.


Mr .. He.rman A. Fischer

Very truly yours,

TELEPHONES, INC. Bertel T. :Nialmquist, Chairman of the Board

February 1, 1962

Chairman of the Board of Trustees of Wheaton College

One North LaSalle Street Chicago 2, Illinois

Dear Sir:

Referring to our offer dated January 30, 19·62, regarding the purchase of Wheaton College's beneficial interest in the Fisher Charitable Trust, we hereby agree in consideration of your acceptance of said offer that until the purchase price is paid in full, we will pay to you that porportion of any cash dividends paid as your proportionate interest in the stock of the Lee Telephone 1Compa.ny, held in said Trust, equal to the proportion of the purchase price for your interest in said Trust, unpaid from and after the date of your assignment to us of your interest in said Trust as provided in said contract.

ATTEST:

Assistant Secretary

Yours very truly,



Mr. Herman A. Fischer Chairman of the Board of Trustees

of Wheaton College One North LaSalle Street Chicago 2, Illinois

Dear Sir:

January 30,1962

We understand that Wheaton College owns a 25% beneficial interest in the Fisher Charitable Trust, created by the Will of Burgie Lee Fisher of Martinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955; that the Moody Bible Institute of Chicago, Illinois owns a 25% beneficial interest and Asbury Theological Smninary of Wilmore, Kentucky, owns the. remaining 50% beneficial interest in said trust; that there is now held by said Trustees in said trust 168,925· shares, or approximately 72% of the total outstanding shares of the Lee TelPphone Company, a Virginia corporation which has its principal offices in and serves the city of Martinsville, Virginia and surrounding territory.

We hereby offer to purchase your entire 25% beneficial interest in said trust, as follows:

The purchase price shall be (a) $35.50 per share for your proportionate interest in the shares of said Lee Telephone •Company stock now held ln said trust, plus (b) 25% of the cash and of the appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees' or other fees and costs arising out of the distribution of the trust assets. In the event that we. cannot agree upon the value of any assets distributed by the Trustees in kind, it is agreed that the vahw fixed by an appraiser to be appointed by the higbm;t court of record sitting in said Henry County, shall be the value to be petid by us to you for said assets hereunder.

We are making to said Moody Bible Institute of Chicago, Illinois an offer identical in all respects to the offer herewith made to you, exce.pt as to the name of the offeree, and to said Asbury Theological Seminary of \Yilmore, J{entucky an offer identical in all respects to the offer herewith nuide to you, except as to the name of the offeree, and the purchase price to be twice the purchase price -offered to you, by reason of its ownership of a. 50% interest in said trust.

This offer is conditioned upon an acceptance by you, in writing, in the. manner indicated on the form of acceptance pro-


vided for at the end of this letter and copy thereof tendered to you herewith, and upon a similar acceptance by said A1:qody Bible Institute and by said Asbury Theological Seminary of the respective o:ffer.s made to them, all said acceptances to be n1ade on or before the sixth day of February, 1962. If all such acceptances shall be made within such time, then this offer and its acceptance shall stand and. be and become a binding contract between us and the acceptances of the other two offerees shall constitute binding contracts between us nnd them respectively, otherwise this offer shall stand withdrawn as of the end of the time specified.

As hereinafter set forth, we are making au offer to the Trustees of the trust created by said Will to purchase all of the shares of said Lee Telephone Company held by said Trustees, at a price of $35.50 per share, said offer to be accepted by the Trustees in not more than ten (10) days from the date hereof, a copy of which offer is attached as Exhibit ''A'' hereto.

Promptly upon the acceptance by you, said Moody Bible Institute and said Asbury Theological Seminary, we. hereby authorize you, said Moody Bible Institute and said Asbury Theological Seminary to transmit our signed offer to said Trustees as per Exhibit ''A'' attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees with your recommendation that they accept the same. If said offer to said Trustees is accepted upon the terms and conditions set forth in said offer and said purchase is consun1mated pursuant thereto, then this contract between ourselves and you shall stand eancelled and become null and void, otherwise to remain in full force and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at an earlier date is rejected br said Trustees, then within five ( 5) days thereafter we shall pay to you in cash the sun1 of $500,000.00 concurrently with your delivery over to us of a full and complete assignment of all your right, title and interest as a beneficiary nuder said Fisher Charity Trust, subject to a lien thereon of $1,000,000.00 payable to Wheaton College. Simultaneously you will give us your assurance that you will make available to us your records and other documents in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for·· the purpose of bringing about a termination of said trust, we to ·pay you ·your reasonable expenses in rendering such· aid. · ·

We will pay you the ·remainder· of the consideration .du(l ~· .,,'

76 Snprmne Court of Appeals of Virginia

you on the purchase price promptly upon the distribution to us the Trustees of the assets purchased hereunder.

If this offer is agreeable to you, kindly indicate your acceptance thereof in the n1anner indicated below, and send us a signed copy of your acceptance, 'vhereupon this letter with your acceptance shall constitute a contract between us on the terms and conditions above outlined.

Very truly yours,

TELEPHONES, IN~C.

Chairman of the Board ATTEST:

Assistant Secretary

We hereby accept the above and foregoing offer on the terms and conditions therein stated tliis day of February, 1962.

WHEATON COLLEGE

Its Trustees

EXIDBIT "A"

Messrs. Frank G. LePrade, Garland T. LePrade and J{ennon C. Whittle, as Executors and Trustees 11nder the Will of Burgie Lee Fisher.

Gentlemen:

Chicago, Illinois ,January 30, 1962

We understand that as Executors andjor Trustees under the Will of Burgie Lee Fisher you now hold approximately 168,925 shares of the stock of Lee Telephone Company, a Virginia corporation, with its principal office in and serving thtl City of Martinsville, Virginia, and surrounding territory, and that the Moody Bible Institute of Chicago, TIIinois, and Wheaton College of Wheaton, Illinois, each own a 25% beneficial in-

Telephones, Inc., v. li.,rauk G. LaPrade 77

terest in the trust created by said Will, and that Asbury Theological Seminary of Wilmore, Kentucky, owns a 50% interest in said trust, and that each of said institutions likewise have a corresponding percentage of ownership in the shares of stock of said Lee Telephone ;Company, held by you as Trustees.

"\Ve hereby n1ake to you as such Executors and Trustees an offpr to purchase all of the shares of said Lee Telephone Cmnpany, held by you as such Executors or as such Trustees, at a price of $35.50 per share, provided this offer is accepted in not more than ten days from the date hereof, you to deliver the shares to us not later than thirty days after the acceptance of this offer upon the payment by us to you of the purchase price thereof. The price of $35.50 per share is to be adjusted to reflect any change in the then book value of said stock resulting from any cash or other dividend declared due or any other action taken by the directors of the corporation between the date hereof and the date of your acce.ptance of their offer.

Upon receipt of notice of the acceptance by you of this offer, we will deposit with such bank as you may designate 10% of the total purchase price of said shares with the balance to be paid upon delivery of the certificates therefor, such delivery to be made within fifteen days thereafter.

If this offer is not accepted within the above ten day period, then it shall be considered as l1aving been rejected by you.

ATTEST:

Assistant Secretary

:Mr. F. G. LaPrade T Jee Telephone Company 1\{artinsville, Virginia

. Dear Mr. LaPrade:

Yours very truly,

TELEPHONES, INC. Bertel T. Malmquist Chairman of the Board

,January 30, 1962

Concidental with the acceptance of the offer of Telephones, Inc. to the executors and/or the trustees of tlw Fisl1er Cl1arit-


able Trust, we would appreciate your assistance in forwarding an identical, i.e. $35.50 per share, to all other minority shareholders, such offer to be good for twenty (20) days from the date of your acceptance.


Very truly yours,


February 1, 1962

l\ir. Harold E. Stockburger ·Chairman of the Board of Trustees

of Moody Bible Institute 820 North LaSalle Street Chicago, Illinois

Dear Sir:

Referring to our offer duted January 30, 1962, regarding the purchase of Moody Bible Institute's beneficial interest in tlw Fisher Charitable Trust, we hereby agree in consideration of your acceptance of said offer that until the pui·chase price is paid in full, we will pay to you that proportion of any cash dividends paid on your proportionate interest in the stock of the Lee Telephone Company, held in said Trust, equal to the proportion of the purchase price for your interest in said Trust, unpaid from and after the date of your assignment to us of your interest in said Trust as provided in said contract.

ATTEST:

Assistant Secretary

Yours very truly,

TELEPHONES, INC. Bertel T. Malmquist Chairman of the Board


Mr. Harold E. Stockburger Chairman of the Board of Trustees

of Moody Bible Institute 820 North LaSalle Street Chicago, Illinois

Dear Sir:

January 30, 1962

We understand that Moody Bible Institute owns a 25% beneficial interest in the Fisher Charitable Trust, created. by the 'Vill of Burgie Lee Fisher of Martinsville, Henry County, Virginia, which was duly probated in said Henry County on August 24, 1955; that Wheaton College of Wheaton, Illinois owns a 25% beneficial interest and Asbury Theological Seminary of Wilmore, Kentucky, owns the remaining 50% beneficial interest in said trust; that there is now held by said Trustees in said trust 168,925 share.s, or approximately 72% of the total outstanding shares of the Lee Telephone Company, a Virginia. corporation which has its principal offices in and serves the city of Martinsville, Virginia and surrounding territory.

We hereby offer to purchase ,your entire 25% beneficial interest in s·aid trust, as follows:

The purchase price shall be (a) $35 50 per share for your. proportionate interest in the shares of said Lee Telephone Company stock now held in said trust, plus (b) 25% of the cash and of the appraised value of any other assets of said trust distributable to the beneficiaries on the termination of the trust, less any court approved trustees or other fees and costs arising out of the distribution of the trust assets. In the event that we cannot agree upon the value of any assets distributed by the Trustees in kind, it is agreed that the value fixed by an appraiser to be appointed ·by the highest court of record sitting in sad Henry County, shall be the value to be paid by us to you for said assets hereunder.

We are making to said Wheaton iCollege of Wheaton, Illinois an offer identical in all respects to the offer herewith made to you, except as to the name of the offeree, and to said Asbury Theological Seminary of Wilmore, J{entucky an offer identical in all respects to the offer herewith made to you, except as to the name of the offeree, and the purchase price to be twice the purchase price offered to you, by reason of its ownership of a 50% interest in said trust.


This offer is conditioned upon an acceptance by you, in writing, in the manner indicated on the form of acceptance provided for at the end of this letter and copy thereof tendered to you herewith, and upon a similar acceptance by said Wheaton College and by said Asbury T-heological Seminary of the respective offers made to them, all said acceptance to be made on or before the sixth day of February, 1962. If all such acceptances shall be made within such time, then this offer and its acceptance shall stand and be. and become a binding contract between us and the acceptances of the other two offerees shall constitute binding contracts between us and them respectively, otherwise this offer .shall stand withdraWn as of the end of the time specified.

As hereinafter set forth, we are making an offer to the Trust~es of the trust created by said Will to purchase all of the shares of said Lee Telephone Company held by said trustees, at a price of $35.50 per share, said offer to be accepted by the Trustees in not more than ten (10) days from the date hereof, a copy of which offer is attached as Exhibit ''A'' hereto.

Promptly upon the acceptance by you, said Wheaton College and said Asbury Theological Seminary, we he.reby authorize you, said Wheaton College and said Asbury Theological Seminary to transn1it our signed offer to sa1d Trustees as per Exhibit ''A'' attached hereto to purchase, and by your acceptance hereof you agree to promptly submit said offer to said Trustees with your recommendation that they accept the same. If said offer to said Trustees is accepted upon the terms and conditions set forth in said offer and said purchase is consummated pursuant thereto, then this contract between ourselves and you shall stand cancelled and become null and void, otherwise to remain in full force and effect.

In the event that said offer to said Trustees is not accepted within the time proposed in said offer, or at. an earlier date is rejected by said Trustees, then within five ( 5) days thereafter we shall pa.y to you in cash the sum of $500,000.00 concurrently with your delivery over to us of a full and complete assignment of all your right, title and interest as a beneficiary under said Fisher Charitable Trust, subject to a lien thereon of $1,000,000.00 payable to Moody Bible Institute .

. Simultaneously you will give us your assurance that you will n1akc available to us your records and other documents in your possession, and render such other aid as may be within your reasonable ability to render should we need or request same, for the purpose of bringing about a termination of said trust, we to pay you your reasonable expenses in rendering such ·aid.

I·



If this offer is agreeable to you, kindly indicate your acceptance thereof in the manner indicated below, and send us a signed copy of your acceptance, between us on the terms and conditions above outlined.

Very truly yours,

TELEPHONES, INC . . . . . . . . . . . . . . . . . . . . . . . . . Chairman of the Board

ATTEST:

Assistant Secretary

Vve hereby accept the above and foregoing offer on the terms and conditions therein stated this sixth day of February, 1962.

MOODY BIBLE INSTITUTE

Its Trustees

EXIDBIT "A"

Messrs. Frank G. LaPrade, Garland T. LaPrade and Kennon C. Whittle, as Executors and Trustees under the vVill of Burgie Lee Fisher.

Gentleman:

Chicago, Illinois .January 30, 1962

We understand that as Executors and/or Trustees under the 'Viii of Burgie Lee Fisher you now hold approximately 168,-925 shares of the stock of Lee Telephone Company, a Virginia corporation, with its principal office in and serving the City of Martinsville, Virginia, and surrounding territory, and that.


the Moody Bible Institute of 1Chicago, Illinois, and Wheaton College of Wheaton, Illinois, each own a 25% beneficial interest in the trust created by said Will, and that Asbury Theological Seminary of Wilmore, Kentucky, owns a 50% interest in said trust, and that each of said institutions likewise have a corresponding percentage of ownership in the shares of stock of said Lee Telephone Company, held by you as Trustees.

We hereby make to you as such Executors and Trustees an offer to purchase all of the shares of said Lee Telephone Company, held by you as such Executors or as such Trustees, at a. price of $35.50 per share, provided this offer is accepted in not. more than ten days from the date hereof, you to deliver the shares to us not later than thirty days after the acceptance of this offer upon the payment by us to you of the purchase price thereof. The price of $35.50 per share is to be adjusted to reflect any change in the then book value of said stock resulting from any cash or other dividend declared due or any other action taken by the directors of the corporation betwee.n the date hereof and the date of your acceptance of their offer.

Upon receipt of notice of the acceptance by you of this offer, we will deposit with such bank as you may designate 10% of the total purchase price of said shares with the balance to be paid upon delivery of the certificates therefor, such delivery to be made within fifteen days thereafter.

If this offer is not accepted within the a:bove ten day period, then it shall be considered as having been rejected by you.

ATTEST:

.Assistant Secretary

Mr. F. G. LaPrade Lee Telephone Company Martinsville, Virginia

DearrMr. LaPrade:

Yours very truly,



January 30, 1962

Coincidental with the acceptance of the offer of Telephones, Inc. to the executors and/or the trustees of the Fisher Charit-


able Trust, we would .appreciate your assistance in forwarding an identical offer, i.e. $35.50 per share, to all other minority shareholders, such offer to be good for twenty (20) days from the date of your acceptance. ·

We would be guided by your judgment as to any other suggestions you Inight have in this respect.

Very truly yours, TELEPHONES, INtO. BERTEL T. MALMQUIST Chairman of the Board

PLAINTIFF EXHffiiT NO. 18

AGREEMENT OF SALE

'\1 ESTERN POvVEH & GAS COMPANY, a Delaware cor

poration, (""restgas"), :B,RANI{ G. LaPRADE, GARLAND T. LaPRADE and KENNON C. WHITTLE, Executors unde.r the 'Vill of Burgie Le(\ Fisher, deceased, (the "Sellers"), hereby evidenee their agreement, established by telegraphic offer of February 7, 1962 and telegraphic acceptance of Febrna ry 8, 1962, as follows :

1. The Sellers represent that they, as such executors, own of record and beneficially 168,925 shares of the common stock of the par value of $10.00 per share of Lee Telephone Company, a Virginia corporation ("Lee"), all of which shares are free from all liens.

2. The Sellers will sell to W estgas such 168,925 shares of common stock of Lee, free from all liens. W estgas will pay for such shares $42.50 per share, payable in Chicago funds. Delivery of .such shares shall be made by delivery to Westgas of the certificates therefor issued in the names of the Sellers, endorsed or accompanied by proper instruments of transfer .. The time and place of delivery and payment shall be fixed by W estgas upon not less than 72 hours notice to the Sellers. Such notice may be given to the Sellers by telegraphic notice addressed to Frank G. LaPrade, cjo Lee Telephone Company, Martinsville, Virginia. Such notice shall be deemed given when submitted to the telegraph office for transmission.

3. Pending completion of the sale and purchase, the Seller~ shall, so far as many be reasonable and proper, take all action necessary or advisable:


(a) To prevent any dissipation of the assets of Lee and particularly to prevent the declaration of any dividends or the making of any distribution upon any of the capital stock of Lee, except usual cash quarterly dividends in the amount per .share of the last quarterly payment thereon prior to the date of this agreement; and

(b) To cause Lee to be operated and its business to he conducted in the usual course; and

(c) To cause Lee not to issue any additional shares of capital stock either by sale or by dividend.

4. The rights and obligations of Westgas hereunder may he assigned by it to its subsidiary, Central Telephone Company, and upon receipt by the Sellers frmn Central Telephone Company of a copy of such assignment with its acceptance thereof endorsed thereon, Central Telephone Company shall be substituted for Westgas as a party hereto and "T estgas shall cease to be a party hereto.

5. Consummation of this agreement is subject to receipt by the Sellers of such authorization or order of a Court of competent jurisdiction as the Sellers properly deem necessary and adef[ua.te for their protection.

6. If this agreement is consumruated "\\T estgas agrees to make the same opportunity for sale of Htock available to all other holders of common stock of Lee.

IN V..7JTNESS WHEREOF. Western Power & Gas Company and each of the Sellers have caused this instrnn1ent to be duly executed, this 9th' day of February, 1962.

WESTERN POWER & GAS

By DUANE T. SWANSON Vice-President

FRANK G. LAPR.ADE

GARLAND F. LAPRADE

KENNON C. WHITTLE Executors under the Last Will and Testament of Burgie Lee Fisher, Deceased


CPL'S X 21 ID

Asbury Theological Seminary Wilmore, Kentucky

Gentlemen:

February 13, 1962

For valuable consideration, including your promise to erect and maintain in connection with your se1ninary a building to be known as the B. L. Fisher building, we the undersigned hereby pledge, promise, agree, and commit ourselves jointly and severally (as herein provided) to pay or cause to be paid to Asbury Theo~ogical Seminary $20,000.00 annually for a period of twenty years for a total payment of $400,000.00.

In the event t'his agreement is accepted by you, $20,000.00 shall become due and payable within six months from the date hereof. Thereafter, the undersigned shall pay $20,000.00 to Asbury Theological Seminary in each and every year on or before the last day of the year, for each of the successive years, 1963 througl1 1981, at its principal office located in Wilmore, Kentucky; unless the payment due for that particular year has been previously paid by the undersigned making more than one payment in one year, in \\-·hich event the next payment shall become due in the year it ordinarily would have been due. Payments for any year may be made in two installments and if agreeable to you any payment may be made in securities equal in value to tl1e cash amount of the payment due.

In the event any year shall pass and all payments then due shall not have been paid for the past years, as herein provided, then Asbury Theological Seminary may give to the undersigned at their last known address written notice thereof and then upon the failure of the undersigned to fully pay all sums then due within three months thereafter tbe then entire unpaid balance of the total sum due ($400,000.00) under this agreement shall become immediately due and payable to Asbury Theological Seminary by the undersigned.

The undersigned, Berthel T. Malmquist and Charline Malmquist. his wife, shall be prim·arily responsible for the payment of one-half of said $400,000.00, and each annual payment pertaining thereto, and shall be responsible as surety for the payment of the other one-half thereof and each annual payment pertaining thereto.


LeRoy T. Carlson and his wife, Margaret D. Carlson, shall be primarily responsible for the payment of one-half of said $400,000.00 and each annual payment pertaining thereto, and shall be responsible as surety for the payment of the other one-half thereof and each annual payment pertaining thereto.

If this proposition is satisfactory to you, kindly indicate your acceptance thereof at the place indicated below and return a copy to us, whereupon this writing shall constitute a valid and binding agreement between the undersigned to 1nake the contributions and payments above-specified and upon you, among other things, to erect said building.

Yours very truly,

Accepted this . . . . . . day of February 1962.

By ............•.••••••••

ATTEST:

Asst. Secretary

CPLS' X 22 ID

TELEPHONES, INC. Suite 3202, 135 South LaSalle Street Chicago 3, Illinois, Phone Q:Fjntral 6-67 45


vVilmore, Kentucky

ATTN: ~fr. V\T. ~.Savage

Dear Sir:

.Jan nary 31, 1962

I hereby agree to donate semi-annually to tl1P Ashury Tlwological Seminary the .sum of $7,500 for a total period of fif-


teen years, which is the total sum of $225,000. Further, it is understood, that this obligation of mine can be satisfied by donations which I secure from my associates or business enterprises in which I am engaged.

This agreement becomes effective upon delivery to Telephones, Inc. of .Asbury Theological Seminary:s prorata share of Lee Telephone Company common stock held in the Fisher Charitable Trust.

\\7itnesses:

Yours very truly,

TELEPHONES, INC.


Subscribed and sworn to before this 31st day of January, 1962.

Notary Public

BETTY L. LIGHT Notary Public Cook County. Illinois

CPLS' X 23 ID

Law Offices of HARBISON, KESSINGER, LISLE & BUSH

Security Trust Company Building Lexington, Ky.

April 11, 1962

Received Apr 13, 8:39A.M. '62.

88 Snprcn1e Court of Appeals of Virginia

Mr. Walter I. Deffenbaugh cjo Pope, Ballard, Uriell, Kennedy, Shepard & Fowle 33 North Lasalle Street Chicago 2, Illinois

Re: Asbury Theological Seminary and Telephones, Inc.

Dear Mr. Deffenbaugh:

Pursuant to our agreement, we enclose the contributions agreement of Mr. and Mrs. Malmquist and Mr. and Mrs. Carlson in the total sum of $400,000.00, dated February 13, 1962, addressed to Asbury Theological Seminary.

It is, of course, our understanding that this agreement is entirely cancelled.

We have ·a note in the approximate snm of $46,000.00. A note for the balance of approximately $58,000.00 has not been issued by the executors. Do you prefer that we send to you the $46,000.00 note at this time, or request the executors to issue a new note in the approximate sum of $104,-000.00, returning to them the $46,000.00 As an alternative, we might return to you the $46,000.00 note and request that the executors issue a note for the balance.

We will be glad to follow your suggestion in this connection.

Yours very truly,

HARBISON, KESSINGER, LISLE &BUSH

BEN L. KESSINGER, JR.

P.S. I will be out of the office from April 16th to April 23rd.

BLKJ r.jpgl1 Enclosure cc: Mr. William Sava~·e

D. E-3 c.o 0

TELEPHONES, INC.

Predecessor Companies

Type of Operation Number of Telephones rn Year When September When September ~

.-..: Acquired Name of Predecessor Company State Acquired 1962 Acquired 1962 CD

1954 Calvert Telephone Company Kentucky Manual Dial 242 1,404 8 CD

0 1955 Smithland Telephone Company Kentucky Manual Dial 250 552 0

~ ~ <:+

1956 Arlington Telephone Company Kentucky Manual Dial 214 337 0 ~

Bardwell Home Telephone Company Kentucky Manual Dial 320 608 tJ> Columbus Telephone Company Kentucky Manual Dial 69 128 '"d

Milburn Independent Telephone Company Kentucky Manual Dial 144 147 ~ CD

Northeastern Telephone Company Kentucky Manual-Dial Dial 5,266 8,464 e. 00

0 Forreston Mutual Telephone Company Illinois Manual Dial 1,212 1,332 ~

Illinois Mutual Telephone Company Illinois Manual Dial 272 307 < ..... Lanark Mutual Telephone Company Illinois Manual-Dial Dial 1,189 1,272 .-..:

~ Peoples Mutual Telephone Company Illinois Manual Dial 1,614 1,877 .....

I:S Shannon Telephone Company Illinois Manual Dial 507 564 .....

Sl' Tri-County Mutual Telephone Company IIHnois Manual Dial 234 254 Winslow Telephone Company Illinois Manual Dial 224 326

1957 Mason County Telephone Company Kentucky Dial Dial 976 1,224 Elmore Telephone Company Kentucky Manual-Dial Dial 1,215 2,587

Type of Operation Number of Telephones

Year When Septemb~r When September Acquired Name of Predecessor Company State Acquired 1962 Acquired 1962

1958 Eubank Telephone Company Kentucky Dial Dial 108 422 Mt. Vernon Telephone Company Kentucky Manual Dial 322 1,155 Science Hill Telephone Company Kentucky Manual Dial 99 840 8 Short Creek Telephone Company Kentucky Manual Dial 151 (1)

(t) ........ (t)

Yeaman Telephone Company Kentucky Manual Dial 62 (1) ~ C" 0

A and G Telephone Company Illinois Dial Dial 360 412 t:j (t)

Albany Telephone Company Illinois Manual Dial 568 610 .y.

Farina Mutual Telephone Company Illinois Dial Dial 918 1,019 H ~

Aipha Telephone Company Iowa Manual Dial 598 ..;~

698 ~

Rowley Telephone Company Iowa Manual Dial 213 240 Solon Telephone Company Iowa Manual Dial 504 630 l:;j ..,

~

1959 Irvine-Ravenna Telephone Company Kentucky Manual Dial 1,600 2,177 ~ Mammoth Cav~ National Park System Kentucky Dial Dial 81 103 p

Port Byron· Telephone Company lllino!s Manual-Dial Manual-1:::"'1 fl:l

Dial 1,240 1,474 .-c .., Ellston Telephone Exchange, Inc. Iowa Manual Dial 108 (2) $:1:1

Martensdale Telephone Company Iowa Manual p,..

Dial 139 168 (t)

Peru Telephone Company Iowa Manual Dial 87 152 Promise City Mu~ual Telephone Company Iowa Manual Dial 146 176 Shannon City Telephone Exchange Iowa Manual Dial 108 141 Tingley Telephone Company Iowa Manual Dial 223 334

c:o ~

Type of Operation Number of Telephones co ~

Year When September When September Acquired Name of Predecessor Company State Acquired 1962 Acquired 1962

1960 Appanoose County Telephone Company Iowa Manual Dial (3) 2,777 3,244 Appanoose County Rural Telephone Company Iowa Manual Dial 588 733 !conium Mutual Telephone Company Iowa Manual Dial 71 (4) 00 Milton Independent Telephone Company Iowa Manual Dial 479 621 ::::::

~ "'1

1961 Crescent Telephone Company Illinois Manual Manual 1,149 1,229 ('0

s Rock River Mutual Telephone Company Illinois Manual Manual 80 (5) ctl

Gilmore Telephone Company Illinois Manual Dial 55 (6) a 0 ::::::

Beaconsfield Telephone Company Iowa Manual Manual 56 52 "'1 <:+

Benton Telephone Company Iowa · Manual Manual 78 79 0 ~

Delphos Telephone Company Iowa Manual Manual 28 29 ~ Maloy Telephone Company Iowa Manual Manual 30 32

Ringgold County Mutual Telephone Company Iowa Manual Manual 1,167 1,152 "'d ctl

~ Northern Kansas Telephone Company Kansas Manual-Dial Dial 9,368 9,841

Ul

0 Blue Mound Telephone Exchange Kansas Manual Manual 137 137 ~

< ....... 1962 Genoa-Seymour Farmers Mutual Telephone Co. Iowa Manual Manual 613 613 "'1

()'Q

Kellerton Mutual Central Telephone Co. Iowa Manual Manual 325 347 .......

St. Lucas Farmers Telephone Company Iowa Manual Manual 234 234 ~-Hoyt Telephone Company Kansas Manual Manual 200 210 Farmers Mutual Telephone Company Washington Dial Dial 8,735 9,004

---47,753 59,691

(1) (2) (3) (4)

(5) (6)

Combined with Elmore Telephone Company Cornbined ,·dth Tingley Telephone Company To be converted to dial December 1, 1962 Combined with A ppanoose County Rural Telephone Company Combined with Crescent Telephone Company Combined with Farmers Mutual Telephone Company


DEFT'S .TELEPHONES X 9 ID

CAMPBELL, CLITHERO AND FISCHER One La Salle Street Building

Chicago 2 CEntral 6-1736

Mr. Frank G. LePrade %Lee Telephone Co. Martinsville, Virginia

Mr. Garland T. LePrade %Lee Telephone Co. Martinsville, Virginia

Hon. Kennon C. "\\7hittle Martinsville, Virginia

January 31, 1962

Executors and Trustees under the Will of Burgie Lee Fisher, Deceased

Gentlemen:

Herewith I hand you an offer by Telephones, Inc. to purchase of the stock of Lee Telephone Cmnpany owned by tl1e trust.

I am mailing the originals of this letter and of the proposals to Mr. Frank G. LePra de as he is named first in the offer; but I am enclosing conformed thermofaxes in the letters mailed to the other two trustees.

In behalf of Moody Bible Institute and Wheaton College I inform you that both these institutions desire that the enclosed offer for the stock of Lee Telephone Company be accepted within the time which it specifies and that the sale of this stock be consummated.


Your acknowledgment of this letter will be appreciated.

HAF-CZ By

Yours very truly,

CAMPBELL, CLITHERO, FISCHER & GUY

CC to Mr. W. R. Broaddus, Jr.


DEFfS' TELEPHONES X 10 ID

MOODY BIBLE INSTITUTE 820 North La Salle Street

Chicago 10, Illinois

February 2, 1962

Mr. W. R. Broaddus, Jr. Broaddus, Epperly & Broaddus Main at Walnut Street Martinsville, Virginia

Dear Mr. Broaddus:

Re: Burgie Lee Fisher Estate

This morning when Mr. Fischer called telling us about your telephone call I was in a Cabinet meeting at the Institute and did not have opportunity to take the call. However, I believe from the information that was taken that the enclosed ietter is what you want. We are including copies of this letter for each of the .executors and trustees and also one for your files.

It was good to see all of you gentlemen again last Saturday and you certainly had much nicer weather in your part of the country then we have here. However, I heard over the radio that about 7 inches of snow was dumped on Virginia and North Carolina last Saturday night. I certainly hope that this deluge missed Martinsville.

HES:RE Encls.

Sincerely yours,

H. E. STOCKBURGER Vice President


DE.FTS TELEPHONES X 11 ID

MOODY BIBLE INSTITUTE 820 North LaSalle Street

Chicago 10, Dlinois

Mr. Frank G. LaPrade %Lee Telephone Co. Martinsville, Virginia

Mr. Garland T. LaPrade %Lee Telephone Co. Martinsville, Virginia

Hon. Kennon C. Whittle :Martinsville, Virginia

Executors and Trustees under the vVill of Burgie Lee Fisher, Deceased

Gentlemen:

February~' 1962

Under date of January 31, Mr. Herman Fischer, Attorney and Chairman of the Board of Wheaton College, wrote you the following:

Herewith I hand you an offer by Telephones, Inc. to purchase the stock of Lee Telephone Company owned by the trust.

I am mailing the originals of this letter and of the proposals to Mr. Frank G. LaPrade as he is named first in the offer; but I am enclosing conformed thermofaxes in the letters mailed to the other two trustees.

In behalf of Mood-y: Bible Institute and Wheaton College I inform you that both these institutions desire that the enclosed offer for the stock of Lee Telephone Company be_ accepted within the time which it specifies and tl1at the' sale of this stock be consummated.


Your acknowledgment of this letter will be appreciated~ In writing this letter Mr. Fischer spoke officially for ~foody


Bible Institute .. Therefore, this letter is to confirm that Mr. Fischer spoke for the Institute as well as Wheaton College.

Very truly yours,

jsjH. E. STOCKBURGER Vice President

H:BJS:RE

DEFTS TELEPHONES X 12 ID

CAMPBELL, CLITHFJRO AND FISCHER One La Salle Street Building

Chicago 2

CEntral 6-1736

Mr. W. R. Broaddus, Jr. Main at Walnut St. Martinsville, Virginia

Dear Mr. Broaddus:

February 6, 1962

I appreciate the information which you just gave me as to the trustees' procedure. It brings up one point that I had intended to cover by letter and with respect to which I had a memorandum on my desk.

In our conference at Roanoke I expressed a personal indifference as to the identity of the purchaser to whom the trustees under the Fisher Will might sell the stock of Lee Telephone Company.

You will remember that at that time I was told that the trustees would not be inclined to commit themselves to any sale until after the institutions had obtained an unconditional offer for this stock and sent it in with a recommendation of its acceptance.

On our return to Chicago we were able to obtain a firm offer at a slightly higher figure than had been anticipated, but to obtain any firm offer we bad to give assurance that if the offer was not accepted the institutions would sell their rights in the estate according to a formula which should place the institutions in substantially the same financial position as they would be in if the trustees had accepted the offer.


This circumstance would seem to make it ~possible for the institutions to obtain the benefit of any sale price in excess of $35.50 per share.

I personally regret that this situation has arisen, but I do not see how we could have avoided it. ·You may remember that last November, in New York City, we were told that an investigation would be made of the possibility of obtaining a higher offer elsewhere. Our institutions had not committed themselves in any way at that time and in fact no commitments to Telephones, Inc. was contemplated -on the part of either Wheaton College or Moody until our return to Chicago following the meeting of January 27th.

I might add that although there have been disagreements I personally have greatly enjoyed our visits to Martinsville. If it were not tha.t I was convinced that the interests of our institutions were otherwise I would 'have \Velcomed a continuation of that relationship.

You will please regard this letter as also answering the telegram from the trustees, which was delivered to me while this letter was being dictated, and communicate its contents to them.

Yours very truly, HAF-CZ

DEFT TELEPHONES X 13 1D

POPE·, BALLARD, URIELL, KENNEDY, SHEPARD & FOWLE

33 North La Salle Street Chia.cgo 2, Illinois RAndolph 6-6680

Received Feb. 8, 1962.

Messrs. Frank G. LaPrade, Garland T. LaPrade and Kennon C. Whittle, as Executo:rs and Trustees under the Will of Burgie Lee Fisher, deceased.

Dear Sirs:

February 6, 1962

Telephones, Inc. has heretofore caused to be transmitted to you its offer to purchase of you as Executors and/or Trustees under the Will of Burgie Lee Fisher, deceased, the approxi-


mately 168,923 shares of the stock of the Lee Telephone Company, a Virginia corporation, 'vhich you hold for the benefit of the Moody Bible Institute of Chicago, Illinois, Wheaton College of Wheaton, Illinois, and the Asbury Theological Seminary of Wilmore, Kentucky.

We 'have forwarded to Messrs. Joyce and Stone, our attorneys at Martinsville, Virginia, photostatic copies of the contracts we have with said three institutions to purchase their respective interests in the said trust. We understand that these photostatic copies of the contracts were delivered to .Judge 'Vhittle today.

This morning the writer had a conversation with Mr. Broaddus, your attorney, in which 'he stated to the writer that you were going to ask for bids for the shares held in the trust from other parties who might be interested in purchasing them. It was explained to Mr. Broaddus that if our offer to the Trustees of January 30 ·was not accepted by the Trustees, then the entire beneficial inte]:est in the trust belonged to Telephones, Inc. under the contracts we now have with them.

We cannot conceive of you attempting to make any sale other than to Telephones, Inc. once you understand the situation clearly.

Telephones, Inc. would like to be on amicable relations with all parties concerned but we wish to make it clear on behalf of Telephones, Inc. that if any attempt is made to sell the shares in the trust to anyone other than Telephones, Inc. such a sale would be opposed by it as being in direct derogation of its rights. Telephones, Inc. wishes the stock and not any cash which might be paid for the stock.

'r ery truly yours,

WID:ms

POPE, BALLARD, URIELL, KENNEDY, SHEPARD & FOWLE

By W. 1. Deffenbaugh

bee Mr. Perry D. Woodward, President Telephones, Inc. 135 South LaSalle Street Chica.go 3, lllinois

,Joyce & Stone 46 West Main Street Martinsville, Virginia


DEFENDANT'S EXHIBIT # 14 & l4A

PROOF OF SERVICE Virginia:

In the Circuit Court of the County of Henry.

CHANCERY NO. 4786

IN RE: PETITION OF FRANK G. LAPRADE, GARLAND T. LAPRADE and KENNON C. WHITTLE, Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, deceased.

Returns shall be made hereon, showing service of Subpoena in Chancery issued October 26th, 1959, with copy of Bill of Petition filed October 26th, 1959, attached:

Executed on the .... day of ........ , 19 .... , in the County of Henry, Virginia, by delivering a true copy of the above men-tioned papers attached to each other, to ........... in person.

Sheriff, County of Henry, Va. By ................ , Deputy Sheriff.

(Use the space below if a different forn1 of return is necessary)

Legal and Timely service of the above styled Subpoena in Chancery is hereby acknowledged this the 31 day of October, 1959.

ASBUR.Y THEOLOGICAL SEMINARY

Bv .J. C. McPHEETlTR (~EAL) · (President/Secretary)

Returned and filed the 19 day of Nov., 1959.

JOHN H. MATTHEWS. Clerk ................... Deputy Clerk.


Virginia:

In the Circuit Court for Henry County.

In Re PETITION of FRANK G. LAPRADE, GARLAND T. LAPRADE and KENNON C. WHITTLE, Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, deceased

TO THE HONORABLE JOHN D. HOOI{ER, JUDGE OF SAID COURT:

Your petitioners, Frank G. LaPrade, Garland T. LaPrade, and l{ennon C. Whittle would respectfully show unto the Court as follows:

1. That during the month of August, 1955, Burgie Lee Fhsher, then a resident of Henry County, Virginia, died testate and that his last Will and Testament was duly probated in the Clerk's Office of this Court on the 24th day of August, 1955, in Will Book 24 at page 361, an office copy of said Will being filed herewith and asked to be read and taken as Exhibit #1, as a part of this petition; and that your petitioners dulv qualified as Executors and Trustees under the provisions of said Will and since that date up to the present t.irne have been ;:u~ministering the said Pstate as they deem proner and according to the ad vices they have received; and

2. That thev have disposed of all of the real estatE' and lar.Ere parts of the personal property owned by the testator at the time of his death: and that thev have made distribution of all of the specific bequests and devises with the exception of the provision in Article 14 contained in the Codicle to the Will, whereby the sum of $11,000.00 was given and bequeathed for the purpose of buying a lot of land to be located in the State of Virginia, selected by Dr. 0. B. Newton upon which would be built a home for the said Dr. 0. B. Newton and his wife for the period of the natural life of the longer liver of the two, with the remainder to Asbury Theological Seminary, Wilmore, Kentucky, but said sum has been set aside and earmarked for the purpose aforesaid; and


3. In pursuance of the terms of said Will the Executors have delivered to the Trustees the proceeds of the sale of properties already sold, after payment of all debts of the estate and a substantial portion of all cost of adn1inistration, and that in pursuance of the provisions; conditions and terms of said Will, the Executors have not sold the stock owned by the said B. L. Fisher in the Lee Telephone Company and certain other stocks that he owned at the time of his death; but have held some intact and have been distributing an agreed portion of the dividends through the trust fund to the beneficiary schools hereinafter mentioned; and

4. That under Article 8 of said Will the testator created the ''Fisher Charitable Trust" with said Executors as Trustees of said trust and provided what portion of his said estate and when the same should pass from his Executors to his said Trustees, and further providing that the net income received from said trust should be paid to the following religious institutions in the proportions Abown:

A. Fifty per cent (50%) to Asbury Theological Seminary, Wilmore, I{ en tucky;

B. Sixteen and two-thirds per cent (16-2/3%) to the Moody Bible Institute, Chicago, Illinois;

C. Sixteen and two-thirds ner cent (16-2/3%) to tlw Columbia Bible College, Columbia, South Carolina;

D. Sixteen and two-thirds per cent (16-2/3%) to 'Vheaton College, Wheaton, Illinois ; and,

5. It is also provided in said Will that all of the trust funds, after having been received by the trustees from the executors, shall be paid within a reasonable time to the institutions named above in the proportions shown.

6. Your petitioners, as executors, desire the aid and direction of a Court of Equity in the administration of said estate and particularly with reference to thA following matters:

Your executors and petitioners llavA been adviserl that Columbia Bible College of Columbia, South Carolina. Tnentioned above and being the beneficiary of a one-sixth interest in said residuary trust, have assig'lled and transferrPcl thi' said trust as follows :

One-half of said one-sixth interest to the Moody Bible Institute of Chicago, an Illinois corporatioi1 of Chicago, Illinois;


One-half of said one-sixth interest to the Trustees of Wheaton College, an Illinois corporation of Wheaton, Illinois, the same being evidenced by an executed assignment, executed in the name of Columbia Bible College by G. Allen Fleece, President, attested by Mary C. Dibble, Secretary, and also by a copy of the resolution adopted at the meeting of the Board of Directors of Columbia Bible College held on Friday, September 18, 1959, the said papers being filed herewith, the assignment being designated as Exhibit #2, and the resolution of the Board of Directors of Columbia Bible College being designated as Exhibit #3, all to be taken and read as a part of this petition ; and

Your petitioners are of the opinion that said Columbia Bible College has a right to assign its interest in said charitable trust to Moody Bible Institute, which institution's real and correct name is Moody Bible Institute of Chicago, and to the Trustees of Wheaton College as set out above, but in view of the size of the estate being handled by your petitioners and executors, as executors and later as trustees, they de-

. sire to have the guidance and assistance of a Court of Equity in this matter, and they therefore pray the Court as follows:

That Asbury Theological Seminary, Wilnwre, Kentucky, and Moody Bible Institute of Chicago, Chicago, Illinois, Columbia Bible College, Columbia, South Carolina, Wheaton College, Wheaton, Illinois, be made parties to this petition and requested to accept service or file an answer hereto, that your Honor may pass on a question as to whether or not it is proper, legal and in conformity with the Will of said testator, that your petitioners accept said assignment and hereafter the net income and any and all proceeds that would have passed and been paid under the terms of said Will to Columbia Bible College, Columbia, South Carolina, be paid, and at the proper time be delivered to Moody Bible Institute of Chicago, an one-half thereof, and to the Trustees of Wheaton College an one-half thereof, and that your petitioners, as executors and trustees, be permitted to accept the receipts from the assignees under said assignment in full satisfaction of all right, interest and title that Columbia Bible College, as a beneficiary in said Will, has heretofore had, and that in the future the income from the corpus of said estate be distributed in the proportions and to the below named schools, and the corpus of said charitable trust when distributed according to the terms and conditions of said Will shall pass in the proportions and to the below named ~chools, as follows:

104 Supre~e Court of Appeals of Virginia

A. Fifty per cent (50%) to Asbury .Theological Seminary of vVilmore, Kentucky;

B. Twenty-five per cent (25%) to Moody Bible Institute of Chicago, Chicago, Illinois: and

C. Twenty-five per cent (25%) to Wheaton College, Wheaton, Illinois ; and

May this suit be retained on the docket in order that the executors or trustees of said estate may have the benefit and guidance of the Court in all matter.s arising in the future administration of this estate. May all actions so far taken by the executors or trustees be approved in accordance with the accounts heretofore filed by the executors or trustees and approved by the Commissioner of Accounts, and that your Petitioners may have such further and other general relief. as may be granted to them as the nature of their case may require or to equity shall seem meet.

Respectfully submitted,

FRANK G. LAPRADE, GARLAN.D T. LAPRADE, KENNON C. WHITTLE, Executors and Trustees Under the Last Will and Testament of Burgie Lee Fisher, deceased, BROADDUS, EPPERLY AND BROADDUS

By W. R. BROADDUS, JR. (Counsel for Petitioners)

Filed in the Clerk's Office the 26 day of October, 1959.

Teste:

JOHN H. MATTHEWS, Clerk

Writ Tax $ 1.50 Fee 15.00 Deposit

Total Paid $16.50


Virginia:

In the Circuit Court for Henry County

In Re PETITION OF FRANIC G. LAPRADE, G,AR.LAND T. LAPRADE and KENNON C. WI-IITTLE, Executors and Trustees Under the Last Will and Testament of Burgie Lee Fisher, Deceas~d

ANSWER OF ASBURY THEOLOGICAL SEMINARY

TO THE HONORABLE JOHN D. HOOKER, JUDGE, OF SAID COURT:

Your Respondent, Asbury Theological Seminary, for An-swer to said Petition, begs to show unto the Court as follows:

1. This paragraph is admitted. 2. This paragraph is admitted. 3. This paragraph is admitted. 4. This paragraph is admitted. 5. This paragraph is admitted. 6. Your Respondent, Asbury Theological Seminary, states

that it has no connection with the assignment of the interest of Columbia Bible College in the Fisher Charitable Trust to the Trustees of Wheaton College and to Moody Bible Institute of Chicago as .set out in this paragraph and therefore has no objection to the approval thereof by the Court.

And now, having fully answered the said Petition, your Respondent requests the Court to protect its interest in all respects as one of the beneficiary schools under the Fisher Charitable Trust and under the terms and conditions of the Last Will and Testament of B. L. Fisher on all matters coming before the Court in connection with the administration and settlement of said estate.


ASBURY THEOLOGICAL SE~IINARY

By J. C. McPHEETERS ( SEAL) (President, Secretary)

106 Suprenie Court of Appeals of Virginia

Virginia: Circuit Court Henry County, Rec'd. and filed this the 19

day of Nov., 1959.

Teste: JOHN H. MATTHEWS, Clerk.



CHANCERY NO. 4786

In Re PETITION of FRANK G. LAPRADE, G ... ~RLAND T. LAPRADE and KENNON C. WHITTLE Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, deceased

Returns shall be made hereon, showing service of Subpoena ip Chancery issued October 26, 1959, with copy of Petition filed October 26, 1959, attached:

Executed on the .... day of ........ , 19 .... , in the County of Henry, Virginia, by delivering a true copy of the above men-tioned papers attached to each other, to ................ in person.

Sheriff, County of Henry, Va. By ................ , Deputy Sheriff. ·

(Use the space below if a different for1n of return is necessary}

Legal and Timely service of the above styled Subpoena in Chancery is hereby acknowledged this the 13th day of November, 1959.

COLUMBIA BIBLE COLLEGE By . . . .. . . . . . . . . . . . . . . . (SEAL)

... t\.ttorney.

Returned and filed the 19 day .of Nov., 1959.

JOHN H. MATTHEWS, Clerk .................. , Deputy Clerk


Virginia: In the Circuit Court for Henry County.

In Re PETITION of FRANK: G. LAPRADE and GARLAND T. LAPRADE and KENNON C. WIDTTLE, Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, Deceased

ANSWER OF COLU~IBIA BIBLE COLLEGE

TO THE HONORABLE JOHN D. HOOKER, JUDGE OF SAID COURT:

Your Respondent, Columbia Bible Co1lege, for Answer to said Petition, begs to show unto the Oourt as follows:

1. This paragraph is admitted. 2. This paragraph is admitted. 3. This paragraph is admitted. 4. This paragraph is admitted. 5. This paragraph is admitted. 6. Your Respondent states that it is true that it has sold

for a valuable consideration to The Trustees of Wheaton College an one-half interest in its interest in the Fisher Charitable Trust and also has sold for a valuable consideration to Moody Bible Institute of Chicago an one-half undivided interest in the said Fisher Charitable Trust and that it has received a consideration for the same, all being ~et out in the assignment filed with tbe Petition as Exhibit #2.

Therefore this Respondent concurs in the request of said Petition and asks the Court to approve the said assignment and transfer and thereafter doth request the Court that it be lli~nlis~ed as a party to this proceeding.


November 13, 1959.

COLUMBIA BIBLE COLLEGE By ... ~ .... _.............. (SEAT.A)

Attorn~y



day of Nov., 1959.

Teste:

JOHN H. MATTHEWS, Clerk.

At a meeting of the Board of Directors of Columbia Bible College held on Friday, September 16, 1959, the following resolution was adopted:

BE IT RESOLVED that this Board approves the offer made by its Committee, consisting of Messr.s. Fleece, Kellar, and Petty, to Wheaton College and Moody Bible Institute of Chicago, to sell its one-sixth interest in the Residuary Trust under the will of Burgie Lee Fisher for the sum of $326,667 by assignment transferring a one-twelfth interest in said Trust to Wheaton College and assigning a one-twelfth interest in said Trust to Moody Bible Institute.

AND WHEREAS offi-cers of Wheaton College and Moody Bible Institute have indicated their willingness to accept said offer, NOW THEREFORE be it further resolved that upon settlement of the purchase price within 60 days, any two officers of this Corporation be and they are hereby authorized to execute and deliver said assignment of the interest of Columbia Bible College in said Trust, and they are further authorized to execute such documents as may be necessary to complete the transaction. It is understood that the effective date of the assignment is to be September 30, 1959.

MAR.Y C. DIBBLE Secretary, Board of Directors

T. STANLEY ............. . Chairman, Board of Directors

'Vitness:

G. ALLEN FLEECE

RTATE OF SOUTH CAROLINA COUNTY OF RICHLAND

MISS MARY C. DIBBLE being duly sworn, deposes and

Telephones, Inc., v. ~-,rank G. LaPrade 109

says: That she is the Secretary of the BOARD OF DIRECTORS OF COLUMBIA BIBLE COLLEGE, that the foregoing is a true and correct copy of a resolution adopted at a meeting of the Board of Directors of said Company; that said meeting was duly held on the eighteenth day of September; that a quorum was present and voted at said meeting; and that said resolution is still in full force' and effect, and that said resolution is not in c.onfiict with the by-laws or any other rules or regulations of said corporation.

MARY C. DIBBLE Secretary, Board of Directors Columbia Bible College

Subscribed and sworn to before me this 19th day of Sept., 1959

LAURENCE G,. WILSON Notary Public for S. C.

My Commission expires at pleasure of Governor.

Virginia: . Circuit Court Henry County, Rec'd. and filed this the 11

day of Nov., 1959.

Teste:


Assignment of interest under the Last Will and Testament of Burgie Lee Fisher, Deceased, probated in the Circuit Court of Henry County, Virginia, in Will Book 24, pages 361 to 373 inclusive.

J{NO"\Y ALL 1\iEN BY THESE PRESENTS that Columbia Bible College, of Columbia, S.C., org·anized and existing under the laws of the State of South Carolina, for value rrceived, the receipt whereof is hereby acknowledged, has sold, assigned and transferred, and does sell, assign and transfer its one-sixth (1/6th) beneficial interest in and under the Residuary Trust established by the Last Wiij and Testament of Burgie Lee Fisher, Deceased, as follows: One-half of said one-sixth interest to The Moody Bible Institute of Chicago, an illinois Corporation, of Chicago, Illinois; One-half of said one-sixth interest to the Trustees of Wheaton College, an lllinois ·Corporation, of Wheaton, Illinois.

110 Supre1ne Court of Appeals of Virginia

IN vVITNESS WHER~OF said Columbia Bible College has caused this assignment to be executed in its corporate name and its corporate seal to be hereto affixed on this 24 day of September, A. D. 1959 (effective as of September 30, 1959) by its corporate officers thereto authorized by the resolution of its Board of Directors.

Atte.st:

MARY C. DIBBLE Secretary

COLUMBIA BIBLE -QOLLEGE By G . .ALLEN FLEECE

President

State of South Carolina, County of Richland, ss :

I, Laurence G. Wilson, Notary Public in and for the County and State aforesaid, do herewith certify that on this 24th day of September, 1959, personally appeared before me G . .Allen Fleece and Mary C. Dibble; to me personally known to be the President and Secretary of Columbia Bible College and to be the persons described in and who executed the foregoing assignment and acknowledged to me that they signed, sealed and delivered the same as the free and volulltary act and deed of said Columbia Bible College.

LAURENCE G. WILSON .A. Notary Public for Soufh Carolina

My commission expires at pleasure of Governor.


day of Nov., 1959.

Teste:



PROOF OF SERVICE

Virginia:


CHANCERY NO. 4786

IN RE PETITION of FR.ANK G. LAPRADE, G.ARLAND T. LAPRADE and KENNON C. WHITTLE, Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, deceased

Returns shall be made hereon, showing service of Subpoena in Chancery issued October 26th, 1959, with copy of Petition filed October 26th, 1959, attached: ·

Executed on the ...... day of .............. , 19 .... , in the County of Henry, Virginia, by delivering a true copy of the above mentioned papers attached to each other, to ......... . in person.

Sh~riff, County of Henry, Va. By ............ , ... , Deputy Sheriff.

(U Ete the space below if a different form of return is necessary)

Legal and Timely service of the above styled Subpoena in Chancery is hereby acknowledged this the 30 day of October, 1959.


By H. E. STOCKBURGER (SEAL) (Vice-President)

Returned and filed the 19 day of Nov.. 1959.

JOHN H. MATTHEWS, Clerk .................. , Deputy Clerk.


Virginia: In the Circuit ·Court for Henry· County.

In Re PETITION of FRANK G. LAPRADE, GARLAND T. LAPRADE and I{ENNON C. WHITTLE, Executors and Trustees Under the Last Will and Testament of Burgie Lee Fisher, Deceased

ANSWER OF MOODY BIBLE INSTITUTE OF CffiCAGO

To the Honorable John D. Hooker, Judge of said Court:

Your Respondent, Moody Bible Institute of Chicago, for Answer to said Petition, begs to show unto the Court as follows:

1. This paragraph is admitted. 2. This paragraph is admitted. 3. This paragraph is admitted. 4. This paragTaph is admitted. 5. This paragraph is admitted. 6. Your Respondent states that it has purchased for a

valuable consideration from Columbia Bible College an onehalf interest of the said Columbia Bible College in the Fisher Charitable Trust and doth request the Court to approve and confirm the said purchase and assignment, as requested in the Petition.

And now, having fully answered the said Petition, your Respondent requests the Court to protec~t its interest in all respects as one of the beneficiary schools under the Fisher Charitable Trust and under tl1e tenns flnd conditions of the La~t "\Yill and Testament of B. L. Fisher on all matters roming before the Court in connection with the administration and settlement of said estate.


MOODY BIBLE INSTITUTE OF CffiCAGO

By H. E. STOCKBURGER (SEAL) (Vice-President)


Virginia: Circuit Court Henry County, Rec 'd. and filed this the 19

day of Nov., 1959.

Teste: JOHN H. MATTHEWS, Clerk.



CHANCERY ·NO. 4786 In Re PETITION of FRANK G. LAPRADE, GARLAND T. LAPRADE and KENNON C. WHITTLE, Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, deceased

Returns shall be made hereon, showing service of Subpoena in Chancery issued October 26, 1959, with copy of Petition filed October 26, 1959, attached:

Executed on the ...... day of ............ , 19 .... , in the County of Henry, Virginia, by delivering a true copy of the above mentioned papers attached to each other, to ......... . in person.

Sheriff, County of Henry, Va. By ................ , Deputy Sheriff.

(Use the space below if a different forn1 of return is necessary)

Legal and Timely service of the above styled Subpoena in Chancery is hereby acknowledged this the 31st day of October, 1959.

THE TRUSTEES OF WHEATON COLLEGE

By . . . . . . . . . . . . . . . . . . . . . . (SEAL) (President)

Returned and filed the 19 day of Nov·~ 1959.

JOHN H. MATTHEWS, Clerk .................. , Deputy ·Clerk.


Virginia: In the Circuit Court for Henry County.

In Re PETITION of FRANK G. LAPRADE, GARLAND T. LAPRADE and KENNON C. WHITTLE, Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, Deceased

ANSWER OF TI-IE TR.USTEES OF WHEATON COLLEGE

To the Honorable John D. Hooker, Judge of said Court:

Your Respondents, the Trustees of Wheaton College, for Answer to said Petition, beg to show unto the Court as follows:

1. This paragraph is admitted. 2. This paragraph is admitted. 3. This paragraph is admitted. 4. This paragraph is admitted. 5. This paragraph is admitted. 6. Your Respondent states that it has purchased for a

valuable consideration from Columbia Bible College an onehalf interest of the said Columbia Bible College in the Fisher Charitable Trust and doth request the Court to approve and confirm the said purcl1a.se and assignment, as requested in the Petition.

And now, having fully answered the said Petition, your Respondent requests the Court to protect its interest in all respects as one of the beneficiary schools under the Fisher Charitable Trust and under the terms and conditions of the Last Will and Testament of B. L. Fisher on all matters coming before the Court in connection with the administration and settlement of said estate.


THE TRUSTEES OF WHEATON COLLEGE

By . . . . . . . . . . . . . . . . . . . . . . (SEAL) (President)


Virginia: Circuit Court Henry County, Reed. and filed this the 19

day of Nov., 1959.

Teste:


DEFT. EXHIBIT #I4A

Virginia:

In the Circuit Court for Henry County.

In Re PETITION OF FRANK G. LAPRADE, G,.A.RLAND T. LAPRADE and KENNON C. WHITTLE, Executors and Trustees under the Last Will and Testament of Burgie Lee Fisher, Deceased

ORDER AND DECREE

This cause came on this day to be heard for t'he fir~t time upon the petition of Frank G. LaPrade, Garland T. LaPrade, and Kennon C. 'Vhittle, Executors and Trustees under the I.Jast Will and Testament of Burgie Lee Fisher, deceased, and upon tbe acceptance of service of process and the filing of an answer by the four respondents; namely, Asbury Theological Seminary, Moody Bible Institute of Chicago, Columbia Bible College, and the Trustees of Wheaton College, and was argued by counsel.

lTpon consideration whereof the Court doth find that all of the parties in interest are properly before the court, that the court has jurisdiction in the matter and that the petitioners are entitled to the advices and guidance of a Court of Equity in the administration of the estate of the decedent, Burgie Lee Fisher, as executors and trustees under the Will of said decedent, and it further appearing to the court from .evidence submitted to the court and from the pleadings and exhibits filed therewith, that under Article 8 of the Will of testator there was created the ''Fisher Charitable Trust" with said executors also as trustees of said trust and that when the estate of said decedent has been transferred from the executors to the trustees, the same shall be held by the trustees


for the benefit of the schools hereinafter set out, and that the net income received from said trust shall be paid to said schools, all in the proportions as follows :

A. Fifty per cent (50%) to Asbury Theological Sen1inary, Wilmore, Kentucky;

B. Sixteen and two-thirds per cent (16-2/3%) to the Moody Bible Institute, Chicago, Illinois;

C. Sixteen and two-thirds per cent (16-2/3%) to the Columbia Bible College, Columbia, South Carolina;

D. Sixteen and two-thirds per cent (16-2/3%) to Wheaton College, Wheaton, Illinois ; and

It further appearing to the court that the said executors have dispo~ed of all the real estate belonging to tl1e said testator and all of the personal property in said estate with the exception of the stock held by said executors in the Lee Telephone Company and certain other stocks of inconsequential value, and that the said executors have been receiving all dividends declared and payable on said stocks, and a portion of said dividends has been used to pay costs of administration, and the balance, according to the terms of said Will, has been transferred to the trm;;tees, which trustees, in turn, have distributed the same to the above schoo]s in the proportions set out above, and that the executors of said estate have been making an annual report before the Commissioner of Accounts of this court, which reports have been duly approved by the said Commissioner of Accounts, and thereafter having been .filed in the Clerk's Office of this Court as provided by statute, and no exceptions having been filed thereto, thP same do now stand confirmed.

And it further appearing unto the court that one of the said beneficiary schools ; namely, Columbia Bible College of Columbia, South Carolina, which is a beneficiary of an onesixth interest in said residuary trust, has assigned and transferred said trust as follows :

One-half of said one-sixth interest to the Moody Bible Institute of Chicago, an Illinois corporation of Chicago, Illinois ;

One-half of said one-sixth interest to tl1e Trustees of Wheaton College, an Illinois corporation of Wheaton, Illinois; the same being proven before the court by evidence and by a certified copy of the resolutions adopted at a meeting o{ the Board of Directors of Columbia Bible College, held on 'Fri-


day, September 18, 1959, the same being Exhibit No. 3, filed with the petition, and said Columbia College has further executed an assignment of its one-sixth interest in said residuary trust to the two schools named above in the proportions therein shown, and has received an adequate consideration from said schools for said assignment, a certified copy of said assignment agreement having been filed with said petition, as Exhibit No. 2, and all of said schools, including Asbury Theological Seminary which is not involved in the assignment as aforesaid, have consented to said assignment and approved same as evidenced by an answer tiled on behalf of each individual .school, .and the court, being of the opinion that Columbia Bible College has a right to assign and transfer its interest in said charitable trust to Moodv Bible Institute of Chicago and to the Trustees of Wheaton College, as set out above, doth hereby approve the said transfer, and it is therefore ADJUDGED, ORDERED and DECREED that hereafter the interest of Columbia Bible College of Columbia, South Carolina, the same having orginally been an onesixth interest in said charitable trust fund, shall be held in the future in equal shares by Moody Bible Institute of Chicago and the Trustees of Wheaton College, and that hereafter the said charitable trust shall be for the benefit of the three schools hereinafter named, and when distribution of said charitable trust may be made in the future, according to the terms and conditions of said Will, and all income that shall be paid by the executors of said estate to the trustees of said estate shall be for the benefit of the three schools nan1ed below and in the proportions as set out below, to-wit:

A. Fifty per cent (50%) to Asbury Theological Seminary of Wilmore, Kentucky;

B. Twenty-five per cent (25%) to Moody Bible Institute of Chicago, Chicago, Illinois; and

C. Twenty-five per cent (25%) to Wheaton College. Wheaton, lllinois; and,

That the said executors andjor trustees shall accept the receipts of the three schools named above in full satisfaction of tbe interest of said schools in said charitable trust and in tbP lironortions as set out last above.

N othinf! further remainin.~ to be done in this matter at the pr~r.;ent time, the same is continued in order that the Court


may consider in the future any other matter properly brought before it by any party to this proceeding.

Enter this 19 day of December, 1959.

JOHN D. HOOKER, Judge.

Requested by :

"\V. R. BROADDUS, JR. BROADDUS, EPPERLY AND BROADDUS, p. q.

Martinsville, Virginia.

Page 402 Book 15

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L Record 6009 EXHIBITs a ECEIVEn CLERIQ IVEU

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