As you are undoubtedly aware, the media is publishing highly derogatory stories about the Cusack Papers, calling them fakes and accusing us of being responsible. Some of the alleged facts in the stories are obviously false, such as the statement in the 60 Minutes story that CBS-retained expert Dwayne Dillon has seen all of the documents. Many of you know this is untrue, because you have the purchased documents in your possession. No one expert (other than Robert White) has seen more than 10% of the documents. Robert White saw about 2/3rds of the documents. To repeat, no one has seen all of the documents.˙Also, most if not all of of the alleged damaging facts are provably false. The 60 Minutes story, which aired on Sunday, November 23, 1997, is most disturbing, because it went against everything that 60 Minutes was telling us when the story was being produced, with our full cooperation and the cooperation of some of the purchasers. See the attached letter to Don Hewitt of 60 Minutes [Note: this letter is being prepared and will be posted and linked after it has been delivered.] This Repurchase Option was conceived immediately after and as a direct response to the 60 Minutes show on November 23, 1997.
Another development is the grand jury investigation which undoubtedly has been kicked off by the ABC 20/20 story in late September followed by the Vanity Fair and New Yorker magazine articles, all of which failed to tell the true story. We had hoped, and it had been represented to us, that 60 Minutes would let us tell our side of the story. This obviously did not occur, and the website discussed below will be used to present our side of the story, for use by you the purchasers, by the media, and by other interested persons.
Last Friday, November 21, 1997, we filed a lawsuit against ABC, Peter Jennings, Vanity Fair magazine, New Yorker magazine, Seymour Hersh and related writers and producers (the "ABC Lawsuit"). A copy of the 67-page complaint can be downloaded from our attorney's website, described in the next paragraph below, with a convenient link. You will find other information in this website of particular interest to you, including an identical copy of this Repurchase Option. Lawrence Cusack, his wife Jennifer, their corporation Geneva Archives, Inc., my two corporation and I (Tom Cloud) have joined forces to bring this ABC Lawsuit, for $50,000,000 in damages for the Cloud Group of three plaintiffs, and $50,000,000 in damages for Lex Cusack's group of three plaintiffs, plus punitive damages. Collectively, the two sets of plaintiffs in the ABC Lawsuit are referred to below as the "Plaintiffs".
Our attorney, Carl E. Person, has put up a website for our ABC Lawsuit, at URL http://www.lawmall.com/jfk.mm, which you are invited to look at from time to time for updated information about the lawsuit and related matters, including the 60 Minutes story. For example, a chronology of all known experts involved with the Cusack Papers is set forth in the website, which shows that there was nothing derogatory about the handwriting on the Documents until more than 1 year after ABC's involvement with the Cusack Papers.
If any of the Plaintiffs recover any money from the ABC Lawsuit, by settlement, judgment or otherwise, after payment of the Plaintiffs' expenses and attorney's fees, the Plaintiffs now offer to you the following:
1. The option (or options, referred to as "Option"), during the 6 month period after you are notified that the ABC Lawsuit has been fully or partially settled or adjudicated, to sell all or any part of the documents purchased by you to the Plaintiffs for the price paid by you, plus simple interest at 9%. If the 6-month period extends into January, February or March, then the period of the option is automatically shortened to December 31st for tax reasons explained below.
2. You may wish to do exercise this Option because your purchased document(s) may be held by (and in the possession of) the United States Attorney's Office in a grand jury investigation now under way in the Southern District of New York, or because the bad publicity about the documents has caused the documents to drop in value; because you need the money or want to terminate your interest in the document(s), or because you believe or think for whatever reason that the document(s) are of questionable authenticity or not authentic. It does not matter what reason you may have. The Option to have the Plaintiffs buy the document or documents back from you is available to you, subject to the terms and conditions set forth herein.
3. This Option to repurchase (really, a put Option) is exercisable only as to net proceeds of the ABC Lawsuit received by the Plaintiffs, after payment of litigation expenses and legal fees.
4. Only the first $7,000,000 or so in net recovery is subject to this Repurchase Option, whatever amount equals 100% of the amount paid by purchasers for the documents which have been sold to them by us, plus interest from the date of purchase to the date of any repurchase at 9% simple annual interest.
5. Any net settlement amounts available for repurchase under paragraph 4 above which are not accepted within the time limits set forth above shall automatically be withdrawn by the Plaintiffs from the fund available for such repurchases.
6. Any repurchases from a fund insufficient in amount to pay the full amount for the documents being repurchased shall be done on a ratable basis, so that every purchaser receives the same percentage of the repurchase price (before interest) as every other purchaser. Whenever any documents are repurchased only in part, the subject document(s) shall be held in escrow by someone satisfactory to the Plaintiffs and to the purchaser, and in the event of failure to agree upon a escrow holder the parties agree that the matter may be submitted to arbitration in New York City, before the Commercial Section of the American Arbitration Association, for the naming of an escrow holder, the fees of which will be split equally between the Plaintiffs (50%) and the purchaser (50%). Payment shall be applied, document by document for a single purchaser, in the order specified by the purchaser, so that one document at a time is repurchased before any of the repurchase fund is applied to other documents of the purchaser still subject to repurchase.
7. In the event a purchaser decides not to accept the Repurchase Option offer during the first or any subsequent opportunity to repurchase, the purchaser may decide to accept the offer during any next Option opportunity. Such opportunity could arise in the event of settlement by one defendant or one Plaintiff alone, by settlements involving payouts, or by separate trials and judgments, to name some of the possibilities.
8. When a purchaser decides to resell his document(s) during a second or later opportunity, he will forfeit the amount withdrawn from the fund by the Plaintiffs as to the earlier opportunities and be dependent upon subsequent failure by one or more other purchasers to exercise their Repurchase Option(s) to make up the deficiency. Accordingly, unless another purchaser fails to accept the Repurchase Option at or after you first elect to exercise the Repurchase Option, you would lose the amount of funds withdrawn by the Plaintiffs by reason of your initial failure to exercise your Repurchase Option.
9. The purpose of withdrawing moneys not used for repurchase is to be able to pay income taxes on moneys not used for repurchase, and to create deductions during the year of payment for the amounts paid on repurchase. To hold moneys for more than a few months after receipt could create adverse tax effects for the Plaintiffs and lower the net amount available for repurchase.
10. It is understood that the original written guarantee of authenticity given by the Plaintiffs to each purchaser (the "Guarantee") is not affected whatsoever by this Repurchase Option. The Repurchase Option is over and above the Guarantee.
11. If the Plaintiffs win the ABC Lawsuit, the documents may or may not increase in value and by this Repurchase Option the Plaintiffs can make sure that your downside is protected.
12. If the Plaintiffs lose the ABC Lawsuit and did not previously settle with any of the defendants, you would still have the Guarantee of authenticity, which Guarantee is not dependent on the outcome of the ABC Lawsuit. The Plaintiffs agree that the statute of limitations on any actions by purchasers on the Guarantee is extended to one year after the final termination of this ABC Lawsuit (including any appeals). This is intended to give purchasers a chance to see the outcome of the ABC Lawsuit before having to decide whether to make any claim under the Guarantee.
13. This Repurchase Option remains open to all purchasers of documents but is automatically terminated (except as to the extension of the statute of limitations) as to any purchaser who brings an action against any of the Plaintiffs or against John Reznikoff or his corporations: University Archives, Inc. and University Stamp, Inc.
14. This Repurchase Option shall not be amended other than in writing and signed by the purchaser(s) affected thereby.
_/S/__ THOMAS G. CLOUD_______ ___/S/__ LAWRENCE X. CUSACK, III____
.....Thomas G. Cloud....................Lawrence X. Cusack, III
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