Date: Oct 23, 2023

Subject: Meeting Minutes of DNJ meeting on September 18, 2023.

In Attendance:

J. Norman Giovenco, Shareholder, D.N.J. Inc (and Angie Giovenco, spouse)

Annette Gorelick, Shareholder, D.N.J. Inc (and Ira Gorelick, spouse)

Dina G. Williams, Shareholder, D.N.J. Inc (and David Williams, spouse)

Celia Billing, Shareholder, D.N.J. Inc.

Richard Parrino, (cousin and co-owner with DNJ of 1904 W Kennedy Blvd)

Not in Attendance: Joanne M. Giovenco, Shareholder, D.N.J. Inc

Introduction

Norman called the meeting to order via Zoom at approximately 7:10 p.m.

Norman said the intention of the meeting is to clear up some “misconceptions” about the property on Kennedy Blvd. Norman said he wanted us to know what “was,” what “is,” and what “will be.”

Norman said he wanted to give everyone the options. In terms of options, he said, “Buying you out is not an option.” He said he would provide three other options after he provided the history of how we got here.

Norman said he acknowledges that “over the years, there probably has not been very good communication on my part.”

History

Norman provided a brief history of DNJ.

DNJ was formed in July of 1985 as a C Corp. Sometime in 1986 it was converted to an S Corp.

DNJ has owned and managed multiple parcels of real estate since its inception. In 1986, Norman was designated by Norman Sr. and Violet Giovenco to be president and run DNJ. DNJ currently has 5 equal shareholders. DNJ currently owns or has interests in two properties, 1904 W Kennedy Blvd. Tampa FL 33606 and an undeveloped lot in Port Charlotte FL.

Richard provided a brief history of the Giovenco family holdings as inherited from our shared grandmother, Josephine Giovenco, through our parents, Norman Giovenco and Angie Parrino. 1904 W Kennedy Blvd is the only inherited property that has shared ownership by her direct descendants.

DNJ and Richard each own equally 50% of 1904 W Kennedy Blvd. 1904 W Kennedy Blvd. includes a commercial building with tenants and rental income. Richard owns 100% of 1906 W Kennedy Blvd. 1906 W Kennedy Blvd. is an improved parking lot next door to 1904 W Kennedy Blvd. Richard’s involvement in 1904/1906 W Kennedy Blvd. began in 2012 after his mother died.

Norman stated we have a new tenant, Marco’s Pizza, going into the space previously occupied by Lala. Marco’s is going to triple the rent that Lala was paying. Marco’s is putting in almost $120,000 of fresh cash into the building which is in very poor condition.

Norman said we’re giving them a monthly rent credit over the next 10 years of their lease. Marco’s is going to guarantee the lease. (If Marco’s franchisee goes out of business Marco’s covers the lease.)

Norman stated that Richard and Norman have a hand-shake agreement that the rents and expenses of the building are split 50/50.

Norman said we are looking at charging $40 a square foot for any future tenants we can find. There is square footage available for 2, or possibly 3 total tenants.

Norman said that once the building is fully leased, we will explore opportunities to sell it. Norman said, “We may sell it, we may not sell it, but we’re not going to do anything based upon emotion, nor are we going to do it based upon demands from anyone.”

Norman said that he and Richard are trying to fully lease the building, which will substantially increase the amount of rent and will also substantially increase the valuation of the building, and it will also potentially create more money that can be distributed out to the shareholders of DNJ Inc.

Options Presented by Norman

Option #1 “You can just accept things.”

Option #2 “You can get rid of me.”

Option #3 “You can buy the building from Norman and Richard.”

Discussion

Norman stated that the reason he is managing DNJ is because he’s trying to help us all.

Norman went on to say “Unfortunately, Dina, you don’t really have children. So, I can’t say I’m trying to help your children, but I am trying to help Celia’s children. I’m trying to help Annette’s children.”

Dave Williams asked about the Percentage of Ownership of the 1904 Kennedy property.

Norman replied the property is owned 50-50. Richard added that DNJ and Richard also share 50-50 the insurance and the taxes.

Dave Williams asked under what conditions could it be sold? (“It” being the property at 1904 Kennedy.)

Richard replied that under today’s conditions, he would not sell.

Dina Williams pointed out that the issues we are dealing with today have been on the table for some years. She said in 2011 when Dad died, she wanted to sell at fair market value. She said, in 2019, a year after Mom died, she wanted to sell at fair market value. Dina said that’s when we floated the idea that people who wanted to keep the property could buy out those who wanted to sell.

Dina said that her “wants fell on deaf ears.” She said she believed her father wanted every one of the 5 Giovenco Siblings to share in this inheritance. And if we don’t sell, under the current strategy, she believes her inheritance becomes zero.

Norman replied, ‘Dina, I hear you, sometimes there’s a conundrum that there’s no answer.”

Annette stated she has a sense of urgency because all of us are now in our sixties and seventies. And Joanne is about to retire and needs the money.

Annette asked for some transparency. Norman replied, “I don’t have time to write up reports to you guys to tell you everything I’m doing.”

During the meeting, Norman (and Angie) provided the link to some DNJ Inc. legal docs:

  • Detail by Entity Name
  • 2023 Florida Profit Corporation Annual Report

(These documents are included as attachments to these meeting minutes.)

Norman offered another option, “I will liquidate DNJ, and everyone’s stock certificate will be converted to a percentage interest in each piece of real estate.”

Dave Williams pointed out that he was pretty sure he could not “unilaterally” do this.

Norman agreed he could not “unilaterally” do this. It was just an option to consider.

Norman then stated that neither he, nor Richard, want to have to answer to the shareholders nor do they wish to involve shareholders in decisions. Norman said he believes it is more efficient and easier for him and Richard to deal directly without any input from or output to the shareholders.

Annette stated, “His four sisters are not happy.”

Norman replied that he is sorry if they are not happy, but it is not going to change his mind. Specifically, Norman said, “I don’t want to answer to you. I don’t want to involve you in the decisions.” Norman added that if we want a different management structure, we could vote him out.

Celia added that she, like Annette and Dina, is just trying to gather information so that she can feel better about her inheritance.

Norman then offered another option, keep him as manager and he will do a better job informing the shareholders of what is going on, but he is still not going to “answer” to any shareholder. Norman said he was sorry he hadn’t kept everyone more informed. But he doesn’t believe that keeping the shareholders informed is an obligation that I was “told” he had to do.

Norman continued “Y’all are not on my level. I do this for a living.” “I’m a real estate developer. I literally do this for a living.” Norman further stated that he does not believe he needs any shareholder input. And he said specifically, “I’m certainly not going to ask for it.”

In Summary:

Misconception #1 – Any intention to buy the shareholders out? Clarification: No intention to buy any shareholder out.

Misconception #2 – Any intention to sell the Property? Clarification: No intention to sell the property – currently.

Misconception #3 – Any intention to provide transparency into the operation of DNJ? Clarification: No intention to provide any more transparency into DNJ than is currently provided.

Misconception #4 – Any intention to maximize the value for each individual shareholder? Clarification: No intention to individualize the value to each shareholder.

The meeting ended at approximately 9:30 p.m. after many of the attendees had already left the meeting.