Page 55: of Maritime Reporter Magazine (November 1998)

(Continued from page 52) shares listed in the statements, as compared to the 198 he expected to find. He checked the stock record book, and found Kallop still held a certificate for 100 shares.

Over the next year, an uneasy peace existed; while Kallop attempted to convince Brian to reduce the tugboat operations, and

Brian contested Kallop's extra share,and thus, his perceived role as controlling shareholder, as well as Chan's status as a director of the company. Brian and Kallop became embroiled in a corporate struggle as to the direction of the company, disputing the distribu- tion of management responsibili- ties, corporate strategies, person- nel decisions and investment opportunities.

In December 1992, Brian attempted to restore a tentative peace between the stockholders through an agreement outlining a standstill philosophy. Kallop rejected the agreement, since it required unanimous stockholder approval of any company action. At the director's meeting that con- cluded December 11, 1992, Brian was removed from his position as president of the company, and replaced with Kallop. Brian was elected chairman of the board, and it became abundantly clear there were no plans for Kallop to turn in his extra share.

On January 26, 1993, Kallop filed suit in the Supreme Court of the State of New York, claiming although having signed the Letter of Agreement, the transfer of stock, never officially occurred, leaving him in possession of 100 shares of stock, making him the majority and controlling shareholder in the company. Two days later, Brian countersued in the Court of

Chancery of the State of Delaware, claiming the signed Transfer

Agreement was valid, and that

Kallop's lawsuit was without merit, and an attempt to defraud him.

After nearly three years of legal battles, The Court of Chancery of the State of Delaware found in favor of Brian, claiming the Letter of Agreement drafted in August 1979 was a valid transfer of one share of stock from Kallop to

MT&T, leaving Kallop an equal shareholder, with 99 shares. But even after the Supreme Court upheld the decision a year later, a full two years passed before a

November, 1998 negotiated agreement was final- ized between the two parties.

Kallop received the offshore ser- vices company, Offshore Express, as well as the fabrication company,

Offshore Specialty Fabricators, both based in Houma, La. In addi- tion, he received the oil producing company, Petrotech, based in Peru, which produces approximately 20,000 bpd and 20 million cu. ft. of gas per day.

Brian retained the tugboat oper- ations and the ferry service from

Port Jefferson, N.Y. to Bridgeport,

Conn., in other words, the very foundation the company was built upon to begin with.

In the last six months of negoti- ations, Brian brought his two sons - Buckley, an attorney; and Eric, an investment banker - into the mix, to help arrange for the money needed for a final bid, should it