Chapter 6

The next day I called Lara and set up another appointment for two days later. I let her know we were interested in the property we had toured, but wanted to see the outbuildings and other property features we didn’t get to see yesterday. I also told her we would want to tour a couple of homes in the four to five million dollar range before we would consider making an offer.

With that call out of the way, I started cleaning up for our appointment with Ryan Finn. As I showered, I reviewed a mental list of things I believed Ryan would want to know in order to incorporate a company for me in the Caymans. I also reminded myself of the advice that Elsa had given me. She told me to give a general description of what I wanted as a company structure, and then to just respond to the questions Ryan asked. Elsa pointed out that sometimes I have a tendency to push too hard for what I want. I can be stubborn, and I knew she was right for in the past that trait sometimes caused me difficulties.

In my mind, the thing that is most likely to cause me difficulty is explaining to Ryan that I need the company’s structure to support the purchase of Elsa’s companies. When I mentioned this to Elsa, she reminded me that she would be with me at the meeting. She said she planned to just listen, but would volunteer certain information if it became necessary to enlighten Ryan as to our business relationship.

I had made the arrangements to use one of our hotel’s small meeting rooms and for the hotel to provide us with a working lunch. Elsa and I arrived early and Ryan would be escorted to us when he arrived.

Elsa and I set up our laptops and called up the files we would need to reference during the meeting. Elsa said she would record any actions that we or Ryan would need to do. She said she called it an action item file and used this type of file in all of her business dealings to document the specific actions that had to be done to include completion dates. I recalled her typing on her computer when we were in the meetings at her businesses, but I thought she was just taking notes about what was said in the meetings for future reference.

Ryan Finn’s appearance and demeanor was fairly close to what my contact at the bank had described; although his intense but laid back manner wasn’t what I expected. Once we introduced ourselves, Ryan removed his notebook from his briefcase, so he could take notes. In describing Ryan to me, John Castel had said Ryan was sort of old fashioned. I hadn’t started using a laptop until Elsa and I were on our trip around the US. That was mostly because up until then, I did all my college classwork, reports, and papers on my desktop. The price of a laptop was also more than I wanted to spend, while on a limited budget. Since I started using a laptop, I found it to be an indispensable tool when traveling.

Once we were ready, I said, “Ryan, Elsa and I currently live in Pueblo, Colorado, and we intend to relocate to the Caymans. There are two main reasons for us relocating: first, Elsa can no longer tolerate the winters in Colorado, and two, the financial environment for starting and operating a large corporation is better here in the Caymans than in the States.

“I don’t look like it, but I’m twenty-two years old and circumstances have resulted in me receiving a very large amount of money. Let’s just say, I am currently managing the money for the rightful owner, and the owner wants me to invest the money to start a business here in the Caymans.” I looked to Elsa and smiled at her when I spoke so Ryan would get the message that the money was actually Elsa’s.

Looking back to Ryan, I said, “The rightful owner intends to leave their estate to me to include their liquid assets. However in the US, most of that estate would be seized by the Government, and the current owner finds that disturbing. Therefore, we intend to file for Citizenship in the Cayman Islands in the near future.

“Part of the problem is the owner’s estate includes a number of very valuable businesses. To ensure there are no legal challenges by US Government when the owner passes away, the owner plans to divest themself of these businesses by selling them to me before death. The owner recognizes there will be capital gains on the profits of the sales, so they intend for me to acquire the businesses at a very low price. The owner has researched the legality of selling a business at less than its market price, and legally, there is nothing to prevent them from doing so.

“What I need you to do is to set up a business structure without my name being publicly linked to the business. The business will have at least four Divisions and each Division will be used to manage similar types of businesses.

“Is it possible to create such a business, and if so, what additional information do you need?”

While looking at Elsa, Ryan said, “Yes, I can create that type of business for you. However, I would like to clarify the owner’s intent, and I’ll say upfront that I don’t have a problem with what I think is being attempted. Namely, the owner intends to avoid paying income taxes, and to circumvent the State and Federal laws governing the disposition of estates in the US. Is that essentially correct?”

I said, “Yes, that is essentially correct.”

While still looking at Elsa, Ryan said, “Okay, I have a couple of suggestions. Instead of you creating the business, the owner should create it. It is my understanding that in the US, a corporation can be moved to another state by creating a corporation in the new state, transferring the assets and liabilities of the old corporation to the new corporation, and then dissolving the old corporation. The process is known as Reincorporation. I haven’t been involved in the process of transferring a US business to the Cayman Islands, but on several occasions, I have set up the Cayman corporations that were used in the process. This approach is totally legal and much simpler than what I think you intend to do. I can look into the matter for you if you wish.

“If you decide to reincorporate your US holdings, have your new parent corporation create a new corporation for each of US businesses that you reincorporate. What this will do is allow you to transfer your parent corporation’s management costs to the subordinate Cayman corporations. That will reduce the amount of taxes you pay to the IRS, and it’s legal.

“My second suggestion is for the current owner to make it public knowledge that they own all of the new corporation’s stock. This will prevent any question of the owner transferring ownership of the businesses to another person.”

Elsa and I looked at each other and smiled. I said, “That sounds like a much better way to attain the owner’s objective.”

Elsa said, “Ryan, as you suspect, I am the owner of the businesses. I think I will go with your idea for Reincorporation. Set up the new parent corporation as Paul described, but with me as the new owner.”

Ryan said, “All right, but I have one further suggestion. Wait until the reincorporation process is complete before you apply for citizenship in the Cayman Islands. Once you are a citizen, make out a new Will and file it here in the Caymans. When you receive Cayman Citizenship, you can renounce your US citizenship if you wish to do so.

“By doing things this way, there will be no evasion of the US estate laws when you do pass away. The Cayman Islands does not have Inheritance Taxes, so by creating and registering a new Will here in the Caymans, the estate will be probated here in the Caymans, and Paul will receive your entire estate.

“Another advantage is, your reincorporated corporations will have to pay less income tax to the IRS and to the States where their assets are located.

Elsa nodded her head in agreement and said, “Those are also good points. How long will you need, to do the paperwork for setting up the parent corporation?”

“Two months should be sufficient if there are no problems. What name do you want to use for the corporation?”

“Hum ... let’s start with Smith-Adler Enterprises. If Paul and I decide to use a different name, I will let you know. How long does the reincorporation process take?”

“That I don’t know. The process is controlled by the people you employ for your new company and the laws of the states in which your businesses are located. Your businesses’ lawyers would be in a better position to advise you. Each business will have to be individually incorporated here on the island, and I suggest you retain your companies’ current names for the new corporations. Once that is done, it is mostly a paperwork shuffle, so I doubt it would take more than six or eight months to reincorporate all of your businesses. If you wish, I will be happy to assist with the creation of new corporations for your US companies in addition to incorporating the parent corporation.”

“Go ahead with the creation of this corporation. We can address the creation of other corporations later. I want Paul to be the CEO and President. We can discuss the number of shares of stock the corporation should issue, who should be on the Board of Directors, and other issues later. Right now, Paul and I need to return to Pueblo, so we can address several matters.”

I said, “Elsa, you’re saying that you will have Ryan create a corporation for each of your companies gave me an idea. If you agree, you should have him create two corporations now. Do you remember the stock you are thinking about selling to me? What if you were to create a corporation to manage your stock? You could sign the stock over to your corporation and they could manage the stock and any other stock market investments that you may want to make. That way you won’t have to pay income taxes by selling the stock. When you do pass away, the stock will be part of your Cayman estate and the US can’t collect estate taxes.”

Elsa smiled and said, “Ryan, make that two corporations for now. Call the second one Smith-Adler Investments, and I’m to be the sole stock owner.”

Ryan and Elsa exchanged contact information. Things had not gone as we had anticipated, but our new path looked as if it were far better than what we had originally planned. After Ryan left, Elsa said she would have to give Ryan a good bonus for putting us on the right track.

Elsa and I went to my bank. She wanted to get a suggestion from John Castel, my contact at the Cayman National Bank, as to who to hire as her COO and who she should use as her business lawyer.

John was very helpful. He gave us recommendations for several lawyers, but he wasn’t aware of anyone suitable to be our COO who was looking for a new position. But he did suggest a recruiting agency that specialized in relocating senior business executives. He informed us that, if we decided to use their services, we would have to sign a Non-Disclosure Agreement to not talk about any of their clients.

The next day Elsa contacted the agency John suggested, signed their NDA, and was given the resumés of three executives. She informed the agency that she would get back to them about who she might be interested in interviewing for the position. She contacted the local Bar Association to check out the lawyers John recommended. They all checked out as competent and ethical, and she was given the lawyers’ resumés.

Elsa wanted to return to Pueblo to begin the reincorporation process, so we made charter reservations to fly out the next day. We would return once that and a few other matters had been taken care of. Elsa and I had talked after we finished at my bank. We decided to go ahead and make an offer on the house without touring the outbuildings. So I called Lara.

“Lara, Elsa and I have to return to Pueblo due to urgent business, so we are going to have to cancel our appointment. We should be returning to the island in about a month. I did like the house and want to make an offer of five and a half million on the property. Can you meet us at our hotel tomorrow for breakfast at eight? I can sign the offer letter, and we can discuss tactics for presenting the letter to the estate’s lawyers.”

“Yes, I’ll prepare the letter and meet you for breakfast.”

The first thing Elsa did after our return to Pueblo was rest. During that time, she had Harry and Sam come to the house so they could talk about the reincorporation process. While she did that, I started working on eliminating the Swastika symbols from the ingots of bullion.

While they talked, I went into town and rented some oxyacetylene welding equipment. Harry and Sam were gone by the time I got home. I maneuvered the equipment down the stairs to the basement, and then through the tunnel to the workroom. Once the equipment was in the workroom, I moved several ingots of gold onto the worktable. Putting welding goggles on, I picked up the torch, turned on the acetylene and oxygen, and lit the torch with a flint striker. Once it was lit, I adjusted the acetylene and oxygen for a long, hot flame. I directed the flame onto the Swastika symbol of one bar of gold, and that is when I found that this approach wouldn’t work like Elsa and I had thought it would.

Yes the flame melted the gold, but the ingot acted like a heat sink. As soon as I moved the flame off of the melted surface, the gold solidified. It was evident that the surface of the ingot had been melted to hide something. Our goal was to melt the gold and leave the surface relatively smooth. I went upstairs to discuss the problem with Elsa.

“Elsa, we have a problem. The torch will melt the gold, but you can tell that the surface was melted to hide something. It also took me over twenty minutes to do a single ingot. We have to find a different way to do this.”

“I don’t think my contact would be too upset if he thought we were hiding something, Paul. However, it would be safer for us if he did not think there was something questionable about the bullion. What about an electric crucible. I know jewelers have tabletop units they use to melt gold, but I don’t know how long it would take to melt an entire ingot. Then we would have to pour the gold into some type of mold.”

“That might work. I’ll look into what is needed, Elsa.”

I did some research on the internet and found that Elsa’s idea was feasible. I bought two large crucibles that were each capable of melting an entire ingot of platinum in a short period of time, Platinum had a much higher melting temperature than gold and silver, so I knew I would have no problem melting those metals and in less time. I had a set of molds made for forming ingots. They were of the same size as the ones I would melt, and would withstand the temperature of liquid platinum.

I returned the rented oxyacetylene welding equipment. When my molds were ready, I started melting the gold and pouring it into the molds. I decided to leave the processing of the platinum for last in case the higher temperature deformed the molds.

Once I started melting the gold, I realized it would take me a very long time to process all of the bullion. I worked it out on paper and came up with almost six hundred hours of processing time. If I did two hours of processing per day, it would take almost ten months to process the bullion. That was too long especially if I had to make trips to support the reincorporation process. I would just have to work longer hours when I was at home.

I looked at the pile of silver bullion and asked myself if the time necessary to process the silver was worth the million and a half dollars we would receive when we sold the bullion. After talking with Elsa, we decided to bury the ingots of silver where they would hopefully never be found if we ran out of time. I knew I would finish processing the gold and should finish recasting the platinum, but if necessary, we could bury any unprocessed platinum with the silver.

While the ingots of bullion melted, I built wooden crates for shipping the bullion. I wouldn’t be able to move a crate of bullion through the tunnel and up the stairs, so I built the crates in the garage and once the recast ingots cooled, I carried them out to the garage and packed them in the crates. I marked each crate with a G, S, or P to identify the type of bullion in each crate. I spent a lot of time walking back and forth between the garage and shelter. The ventilation wasn’t the greatest in the shelter, so it got very hot in there after a couple of hours of melting bullion.

On most of the days I processed bullion, I was able to work for at least four hours a day, and sometime as much as eight hours. That reduced the number of days it would take to process all of the bullion, but Elsa and I also had to travel to her companies to discuss the reincorporation process and to make a couple of trips back to the Caymans to take care of several items, such as signing the papers for buying the house, and the papers for Elsa’s new corporation.

Elsa made a deal with her acquaintance to sell the bullion for not less than a specified amount per ounce for each type of bullion. He wouldn’t be able to sell all of it to a single bullion buyer as one lot of bullion. He would have to break the bullion up into smaller lots and sell them off over a period of time. Elsa and her contact came to an agreement that she would receive sixty percent of what the buyer paid for the bullion, and the acquaintance would wire the money to her Cayman checking account.

Elsa and her acquaintance had agreed that when his representatives came to pick up the bullion, we would randomly select a crate of each type of bullion and weigh the ingots in each crate. Those nominal weights times the number of crates of each type of bullion would give us the approximate weight of each type of bullion we were shipping to her acquaintance. Knowing that and the minimum sale price per ounce allowed us to determine the approximate amount Elsa would receive for all the bullion.

Elsa divided her companies into three groups according to where they were located. She and I left for Texas to begin the visits with the southern group of businesses. Our visits were different from those we had made previously. We visited all of her businesses and met with just the key people in each business. Elsa explained how she wanted them to handle the reincorporation process. We didn’t need the dog and pony shows or the briefings. She also told them that I was the CEO of her new corporation, and that when the process was complete, they would be working with me. There were more companies in the area than the three I had previously visited, so it took almost two weeks to visit all of the companies in the first group.

During the trip, I had spoken with Lara on several occasions about the offer I had made on the house. After several calls, the negotiations had progressed to the point where we were very close to reaching an acceptable price. My last offer was six million US dollars, and they had come down to six point two million. The difference of two hundred thousand wasn’t that great, so during my last call, I told Lara to accept their counter offer. Lara said it would take about two to three weeks to get all of the paperwork done before I could sign the necessary documents, and then an additional day or two to register the transfer of ownership with the government.

When we returned to Pueblo, Elsa rested and took care of her other tasks, which included planning a trip to the Caymans for me to sign the papers for buying the house and for her to sign the papers to create her new parent corporation and investment corporation. During our trip to talk with her companies’ people, we reviewed the resumés Elsa had been given, and we jointly decided on who would be the best applicants for the two positions. Elsa contacted our choices and arranged to interview them during our trip to the Caymans.

The morning after we arrived in the Caymans, Elsa signed her paperwork for creating the two corporations. She gave Ryan a list containing the legal names of the companies she owned and told him to create a new corporation for each of the fifteen companies using its current name.

That afternoon, I signed my paperwork and presented a cashier’s check for the price of my new home plus fees. The day after the title on the house had been registered in my name, George Town’s morning newspaper contained an article about the American who paid cash for the Ogden mansion. The article mentioned the price and included a very good photo of me.

Over a late morning breakfast, Elsa showed me the article and said, “Paul, you need to read this.”

After reading the article, I said, “Shit! I really did not need that type of publicity now. If this gets back to the IRS, they are going to be all over me.”

“Paul, this is a small town newspaper. I sincerely doubt this article will come to the attention of the IRS. If it does, we will deal with it. If you are really concerned, we can have a lawyer draw up a contract dated before the sale that makes me your silent partner. The contract can state that I am buying the house, not you, and you are just my front man for the sale because I don’t want the notoriety of being a wealthy woman. The IRS knows that I am a wealthy woman and I will tell them I paid for the mansion out of the funds that I transferred here from Switzerland.

“Elsa, I agree that the IRS is not likely to read a small George Town newspaper. However, someone may point the article out to the IRS. Call me paranoid if you will, but I will feel better with a written agreement in place. Doing that after I come to the attention of the IRS might be a problem.”

“All right, Paul, we will get it taken care of this week. My reason for showing you the article was, you have now been identified to the women who read this article as a wealthy man. If you will remember, I told you the women on the island would pursue you once they learn that you are wealthy. You need to prepare yourself for women throwing themselves at you.”

“Perhaps, but I hope you’re wrong.”

After a leisurely breakfast in our room, Elsa and I drove over to Lara’s office to pick up the keys to my new home. I don’t know why, but Elsa insisted that we go to the house so I could walk through my new domain. The estate’s lawyer had insisted that all of Tandra Ogden’s furniture was to be sold with the house. The two of us wandered through the house talking about how to utilize the rooms that were not furnished. As we moved from room to room, I had this eerie feeling that Tandra’s ghost would be waiting for us in the next room.