Which stock counts in determining substantial owner status w/re: sufficiency waiver

[Guest Mark Draa]

I trying to determine whether an owner is a Substantial Owner and would have the ability to waive a portion of his benefit under a PBGC standard termination.

The businesses covered by the plan are owned 100% by a privately held holding company. There are 3 classes of stock (A common, B common & Preferred) of the holding company, and about 19 relatives who own various shares of each class. Both the parents and children of the owner in question have stock in multiple classes. There are a total of 10 shares of A common stock, 1,000 shares of B common stock and 4,900 shares of Preferred stock.

What determines whether or not you "count" the shares as ownership for this purpose? Is it only voting rights? Control of some fashion?

I don't have a copy of the articles of incorporation, which I suspect would spell out the various rights of the classes. I can certainly request additional information, but I'm not sure what question to ask.

Thanks!

[Blinky the 3-eyed Fish]

First, only majority owners can waive benefits, not substantial owners.

See here: http://www.pbgc.gov/forms/500_instructions...c9000c5&cmd=xml

I copied the important portion below.

Majority owner means, with respect to a contributing sponsor

of a single-employer plan, an individual who owns, directly

or indirectly, 50 percent or more (taking into account the constructive

ownership rules of Code section 414(b) and ©) of --

(1) An unincorporated trade or business;

(2) The capital interest or the profits interest in a partnership;

or

(3) Either the voting stock of a corporation or the value of all

of the stock of a corporation.

[Guest Mark Draa]

Excellent. I believe we're in the clear, then. Just for posterity, the breakdown is below. The family attorney has informed me that only the "A Common" shares have any voting rights. If we focus only on those shares, 6/10 is >50% means he can waive.

Thanks for your help!

A Common B Common Preferred

Father (Chairman of the Board) 0 1 0

Son who wants to waive 6 98 728

Father's sister 0 300 2483

Daughter #1 2 98 728

Daughter #2 2 98 728

Sister's daughter #1 0 23 0

Sister's daughter #2 0 23 0

Sister's son 0 23 0

Son's wife 0 48 34

Daughter #2's husband 0 48 34

Daughter #2's daughter 0 48 34

Daughter #2's son 0 48 34

Daughter #1's son 0 48 34

Son's daughter 0 48 34

Son's son 0 48 34

Total Shares 10 1000 4905

[Guest Mark Draa]

I should have know better than to try and post a grid without switching to a fixed-space font. Sorry!