tom benson inventory

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

SAN ANTONIO DIVISION

RENEE BENSON

v. Civil Action No. 5:15-CV-00202-DAE

THOMAS MILTON BENSON, JR.,

As Trustee of the Shirley L. Benson

Testamentary Trust

RECEIVERS REPORT AND INVENTORY OF THE ESTATE OF SHIRLEY L.

BENSON AND THE SHIRLEY L. BENSON TESTAMENTARY TRUST

TO THE HONORABLE JUDGE OF THE COURT:

Phil Hardberger and Art Bayern, as Co-Receivers of the Estate of Shirley L. Benson (Estate)

and the Shirley L. Benson Testamentary Trust (Trust), file their Report and Inventory.

I. THE ESTATE AND THE TRUST

Shirley L. Landry and Thomas Milton Benson, Jr. were married in 1945. Mrs. Benson died on

November 24, 1980, and her last will was admitted to probate in Bexar County by order signed

December 29, 1980, in the County Court of Bexar County, Texas.

Mrs. Bensons will (Will) transferred her residuary estate into a testamentary trust (Trust).

The Trust is embodied in the Will and its two codicils. Mr. Benson is named a Trustee. Stanley D.

Rosenberg is named as Co-Trustee, but only with respect to possible distributions of principal. Renee

Benson, Mr. and Mrs. Bensons daughter, is named as Mr. Rosenbergs successor co-trustee under

Mrs. Bensons second codicil.

Case 5:15-cv-00202-DAE Document 6 Filed 03/25/15 Page 1 of 19

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On March 10, 2000, the Probate Court Number Two of Bexar County, Texas, entered a

Judgment Modifying Trust and Life Estate (the 2000 Settlement Agreement). Renee Benson is the

current permissible principal beneficiary and a remainder beneficiary of the Trust. The other

remainder beneficiaries are the Rita Mae LeBlanc Irrevocable Trust of 1991, the Ryan Joseph LeBlanc

Irrevocable Trust of 1991, and the Dawn Marie Benson Irrevocable Trust of 1991 (collectively, Zelia

Trusts). Rita LeBlanc and Ryan LeBlanc are Ms. Bensons children. Renee Bensons siblings are

both deceased. Her sister died with no descendants. Her brother died with one descendant, Dawn

Marie Benson Jones.

Generally, the assets of the Trust are substantial,1 and they include:

stock in Bensco, Inc. (Bensco), a Texas corporation whose wholly-owned subsidiaries include several automobile dealerships in and around San Antonio and New Orleans;

a substantial, controlling interest in the Lone Star Capital Bank, a commercial bank with multiple branches in San Antonio and central Texas; and

other corporate interests and real property interests.

II. THE RECEIVERSHIP

On or about January 21, 2015, Renee Benson filed her Original Petition for Removal of Trustee

and Application for Temporary Injunctive Relief in Cause No. 155-572-A, Renee Benson v. Thomas

Milton Benson, Jr., as Trustee of the Shirley L. Benson Testamentary Trust, in Probate Court Number

Two of Bexar County, Texas. In the lawsuit, she raises allegations relating to Mr. Bensons abilities to

fulfill his fiduciary duties as Trustee. Ms. Benson requests the removal of Mr. Benson as Trustee, a

temporary injunction prohibiting Mr. Benson from taking any actions relating to the assets of the Trust,

the appointment of a temporary conservator for the Trust, and an accounting of the Trust.

1 No inventory of the Trust was prepared or maintained by the Trustee, and there are inconsistencies related to the Trust

assets reflected in various documents as well as deficiencies in the recordkeeping of the Trust. These factors have made the

preparation of a current detailed inventory of the assets of the Trust difficult.


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On or about February 9, 2015, the Honorable Tom Rickhoff, Judge of Probate Court Number

Two, appointed Phil Hardberger and Art Bayern as Temporary Co-Receivers of the Trust.

Subsequently, on February 18, 2015, the Court entered an Amended Order and appointed Mr.

Hardberger and Mr. Bayern as Co-Receivers of both the Trust and the Estate. On March 2, 2015, the

Court entered a Second Amended Order Granting Injunction, Suspending Trustee, and Appointing

Limited Temporary Co-Receivers with Restrictions. A copy of the Courts Second Amended Order is

attached as Exhibit 1, and is incorporated for all purposes.

Pursuant to the Courts Second Amended Order, the Co-Receivers were charged with the

following duties:

(a) Identify and take possession of the Receivership Estate after determining the extent of co-ownership with assets held by others or other entities not before

the court, insure it against hazards and risks, and attend to its maintenance.

(b) Manage and direct the business and financial affairs of the Receivership Estate and any entity owned or controlled by the Receivership Estate

(consistent with the proportion of ownership or control held by the

Receivership Estate);

(c) With the Courts consent, retain or remove, as the Receivers deem necessary or advisable, any officer, director, independent contractor, employee or agent

of the Receivership Estate.

(d) Collect, marshal, and take custody, control, and possession of all assets traceable to the Receivership Estate in whole or in part, wherever situated,

including the income and profit therefrom and all sums of money now or

hereafter due or owing to the Receivership Estate.

(e) Collect, receive, and take possession of all goods, chattel, rights, credits, monies, effects, lands, leases, books and records, work papers, records of

account, including computer maintained information, contracts, financial

records, monies on hand in banks and other financial initiations, and other

papers of individuals, partnerships, or corporations whose interests are now

directly or indirectly held by or under the direction, possession, custody, or

control of the Receivership Estate.


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(f) With the consent of the Court, institute such actions or proceedings to impose a constructive trust, determine the assets of the Estate or Trust and then to

obtain possession of property or assets, avoid transfers or obligations, seek

damages, and/or recover judgment with respect to any assets or records that

are traceable to the Receivership Estate in whole or in part or any persons who

may have caused an injury to the Receivership Estate.

(g) Obtain, by presentation of this Order, documents, books, records, accounts, deposits, testimony, or other information within the custody or control of any

person or entity sufficient to identify accounts, properties, liabilities, and

causes of action of the Receivership Estate.

(h) Make such ordinary and necessary transfers, payments, distributions, and disbursements as the Receivers deem advisable or proper for the maintenance

or preservation of the Receivership Estate.

(i) Perform all acts necessary to conserve, hold, manage, and preserve the value of the Receivership Estate, in order to prevent any irreparable loss, damage,

and injury to the Estate.

(j) Obtain any insurance, including but not limited to errors and omissions insurance, related to the performance of the Receivers duties under this

Order, with the costs of such insurance to be paid from the Receivership

Estate.

(k) Enter into such agreements in connection with the administration of the Receivership Estate, including, but not limited to, the employment of such

managers, agents, custodians, consultants, investigators, attorneys, and

accountants as the Receivers judge necessary to perform the duties set forth in

this Order and to compensate them from the Receivership Estate. The

Receivers are specifically authorized to hire Cox Smith Matthews

Incorporated and Langley & Banack, Inc.

(l) With the Courts consent, collect and compromise demands, institute, prosecute, compromise, adjust, intervene in, or become party to such actions

or proceedings in state or federal courts that the Receivers deem necessary and

advisable to preserve the value of the Receivership Estate, or that the

Receivers deem necessary and advisable to carry out the Receivers' mandate

under this Order and any subsequent order and likewise to defend,

compromise, or adjust or otherwise dispose of any or all actions or

proceedings instituted against the Receivership Estate that the Receivers deem

necessary and advisable to carry out the Receivers' mandate under this Order

and any subsequent order.

The Co-Receivers performed work to identify, take control of, manage, and conserve all assets

of the Trust and Estate consistent with the Second Amended Order.


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III. THE RECEIVERS WORK

The following is a summary of the principal categories of work that the Co-Receivers and

their attorneys have performed:

Gathered and secured important paper and electronic records of the Estate and Trust;

On a weekly and sometimes daily basis, answered local and national media questions

and gave interviews to numerous reporters;

Inspected the Blanco County Ranch and met with the Ranch managers to ensure the

care and upkeep of the property and livestock;

Inspected Uptown Blanco and met with the property manager to gather information

regarding its revenues, expenses, and future operations;

Interviewed four accounting and consulting firms, and engaged Padgett Stratemann &

Co. to provide accounting services to the Co-Receivers;

Attended several in person and telephonic meetings with the attorneys for Tom Benson,

Renee Benson, and Bobby Rosenthal to gather information and records concerning all

of the property and business entities that fall within the Estate;

Met with Tom Roddy, Chairman of Lone Star Capital Bank, and performed due

diligence regarding the Banks governance, financial condition, capital requirements,

and regulatory compliance;

Met with Rick Hood, General Manager, Mercedes Benz, San Antonio, and Richard

Stagg, employed by Tom Benson, as representatives of the Benson car dealerships in

San Antonio to assess their operations;

Attended board meetings of Lone Star Capital Bank to keep informed of material issues,

compliance with the Banks strategic plan, and the financial condition of the Bank and

to confirm the Banks governance and regulatory compliance;

Collected and deposited checks received by the Estate and Trust;

Analyzed Mr. Bensons transfer of $25 million from Lone Star Capital Bank to Frost

Bank, and transferred $4.76 million back to Lone Star Capital Bank;

Reviewed and paid property tax bills and other expenses of the Estate;

Reviewed and analyzed the Will and subsequent documents affecting the Estates

ownership of various assets;


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Applied for and obtained surety bonds to comply with the Courts Order for proper

qualification to serve as Co-Receivers;

Reviewed corporate records and analyzed issues concerning the stock in Bensco to

determine ownership and rights of control as between the Estate and the Zelia Trusts;

Reviewed corporate minutes and merger documents related to Benson Jeep/Eagle;

Reviewed corporate records of Bensco and related entities concerning resolutions that

removed and appointed different officers;

Reviewed corporate records of Benson AMC/Jeep Company, Inc. related to the initial

stock issuance; and

Analyzed real property records and probate records to determine the Estates ownership

of the parcels that comprise the Blanco County Ranch.

IV. ASSETS OF THE ESTATE/TRUST

After working diligently over a seven-week period, the Co-Receivers have acquired a basic

understanding of the assets and liabilities of the Estate/Trust. However, significant questions remain

unresolved. These include questions concerning the ownership of certain assets, the validity and

amounts of certain liabilities, and whether proper accounting procedures have been followed.

Unfortunately, Mr. Bensons attorneys deliberately prevented the Co-Receivers from obtaining

information that was needed to resolve issues related to various liabilities and to prepare a complete

and detailed inventory for the Estate/Trust.

As a starting point, the Co-Receivers obtained information indicating that, as of June 19, 2014,

the Estate/Trust owned the following:


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The Co-Receivers requested additional information from counsel for Mr. Benson, Renee

Benson, and Bobby Rosenthal (the Trustee of the Zelia Trusts) concerning the assets and liabilities of

the Estate and the Trust. Their responses to that request are attached as Exhibits 2, 3 and 4.

A. The Controlling Share of Bensco, Inc. Stock

A review of the asset list of the Estate as of June 19, 2014, and the correspondence concerning

the assets of the Estate and the Trust, revealed significant uncertainty concerning the ownership of the

controlling share of Bensco, Inc. (Bensco), which owns the Benson car dealerships.2 The records

relevant to ownership of the controlling share of Bensco reflect as follows:

2 The ownership of a controlling share in Bensco gives the majority shareholder a significant influence in the business

operations and strategic direction of the company because that controlling share allows the owner to prevail in almost any

decision concerning the operations of Bensco. Specifically, the Bylaws of Bensco state that the holders of a majority of the

shares of Bensco have the power to decide any question brought before the shareholders at any meeting, including election

and removal of the directors of the corporation. (See Restated Bylaws sections 2.08, 2.09 and 3.02).


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Exhibit

No.

Date Document Relevance

5 08/06/1980 Unanimous Consent of Shareholders of

Benson AMC/Jeep Company, Inc.

(Benson AMC/Jeep)

Identifies Mr. Benson and Tom Benson

Customer Service, Inc. (Benson

Customer Service) as Initial

Shareholders

6 08/06/1980 Certificate to Unanimous Consent of

Shareholders of Benson AMC/Jeep

Certifies that Mr. Benson and Benson

Customer Service are only shareholders

of Benson AMC/Jeep and hold 100% of

voting power therein

7 08/30/1980 Unanimous Consent of Shareholders of

Benson AMC/Jeep

Authorizes issuance of shares of

Common Stock to Mr. Benson (20

shares) and Benson Customer Service

(80 shares)

8 08/30/1980 Stock Certificate Certificate indicating Mr. Benson as

holder of 20 shares of Benson

AMC/Jeep

9 09/24/1980 Articles of Incorporation of Benson

AMC/Jeep

Date of Formation

10 11/24/1980 Death Certificate of Mrs. Benson Date of Mrs. Bensons death

11 06/30/1989 Amendment of Articles of Incorporation

of Benson AMC/Jeep by Consent of

Shareholder

Name change from Benson AMC/Jeep

to Benson Jeep-Eagle Company, Inc.

Tom Benson identified as sole

shareholder

12 06/30/1989 Minutes of the Special Meeting of

Directors and Shareholder of Benson

AMC/Jeep Company

Mr. Benson is identified as sole

shareholder

13 05/01/1990 Cancellation of Shares / Stock Certificate Cancellation of Mr. Bensons 20 shares

of Benson AMC/Jeep Certificate

indicating Mr. Benson as holder of 20

shares of Benson Jeep-Eagle Company,

Inc. (Benson Jeep-Eagle)

14 07/31/1996 Organizational Chart Identifying Mr. Benson and the Estate

of Shirley Benson as undivided

interest owners of minority shares of

Benson Jeep-Eagle; initialed by Mr.

Benson


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15 07/21/1997 Certificates of Merger; Agreement and

Plan Merging Benson Jeep-Eagle into

Benson Motors Corporation

20 shares of Benson Jeep-Eagle owned

by Mr. Benson converted into 1 share of

Benson Motors Corporation

16 07/21/1997 Unanimous Written Consent of the

Board of Directors to Adoption of

Resolutions of Benson Motors

Corporation

Approves Plan of Merger between

Benson Motors Corporation and Benson

Jeep-Eagle; reflects that Mr. Benson

owns 20 shares of Benson Jeep-Eagle;

authorizes issuance of 1 share of

Benson Motors Corporation to Mr.

Benson; signed by Directors of Benson

Motors Corporation, including Ms.

Benson

17 07/21/1997 Articles of Amendment to the Articles of

Incorporation of Benson Motors

Corporation

Name changed to Bensco, Inc.

Number of shares of outstanding stock

is 1,650,001

18 07/22/1997 Unanimous Written Consent of the

Shareholders to Adoption of Resolutions

of Benson Motors Corporation.

Identifying Mr. Benson and the Estate

as sole shareholders of Benson Motors

Corporation

Based on these facts, upon Mrs. Bensons death on November 24, 1980, the Estate included,

among other assets, 50% of the shares of Bensco (previously named Benson Motors Corporation)

(825,000 shares). The remaining 50% (825,000 shares) were owned individually by her surviving

husband, Mr. Benson. The Estates shares were placed into the Testamentary Trust, where they

remain. In 1997, an additional share in Bensco (1997 Share) was purportedly issued to Mr. Benson

in exchange for 20 shares of common stock, no par value, of Benson Jeep-Eagle. Mr. Benson contends

that, as a result, he owned 825,001 shares (approximately 50.0001%), and the Trust owned 825,000

(approximately 49.9999%). However, Mr. Benson did not own all of the 20 shares of Benson Jeep-

Eagle and therefore did not acquire the full 1997 Share.

Benson AMC Jeep-Eagle was formed in 1980, prior to Mrs. Bensons death. All of the shares

of that company were owned by Benson Customer Service, except for 20 shares that were placed in the

name of Mr. Benson. Those 20 shares are presumed to be community property because they were


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acquired during Mr. Bensons marriage to Mrs. Benson. Upon Mrs. Bensons death, Mr. Benson

owned 50% of the Benson Jeep-Eagle shares individually (10 shares) and the remaining 50% (10

shares) were owned by the Trust.

In May 1990, Benson Customer Service merged into Benson Motors Corporation and new

Benson Jeep-Eagle certificates were issued, including 20 shares reissued to Mr. Benson. Ten of those

shares, however, represented Mrs. Bensons community interest and were owned by the Trust. In

1997, when Benson Jeep-Eagle merged into Bensco, Mr. Benson received an additional share in

Bensco in exchange for the 20 shares of Benson Jeep-Eagle held in his name. But, as just explained,

Mr. Benson owned only 10 of those shares individually, the other 10 shares being owned by the Trust.

As a result, the 1997 Share received in exchange for the 20 Benson Jeep-Eagle shares was owned 50%

by Mr. Benson and 50% by the Trust.

Mr. Benson asserts that he acquired the 1997 Share of Bensco in exchange for 20 shares of

Benson Jeep-Eagle. But Mr. Benson owned only 10 of those shares; the Trust owned the remaining 10

shares. After Mr. Bensons 2009 conveyance of all of his interest in Bensco to the 2009 Trusts, the

1997 Share was owned 50% by the 2009 Trusts and 50% by the Testamentary Trust. The shares of

Bensco, Inc. are therefore currently owned as follows: the Testamentary Trust owns 825,000 shares

plus a 1/2 interest in the 1997 Share, and either Mr. Benson or the 2009 Trusts own the other 825,000

shares plus a 1/2 interest in the 1997 Share.

In the alternative, because Mr. Benson did not wholly own the shares he used as consideration

for the 1997 Share, that additional share was not validly issued. In that event, the Trust owns 825,000

shares of Bensco and either Mr. Benson or the 2009 Trusts owns an equal 825,000 shares. In any of

these circumstances, the Testamentary Trust is an equal co-owner of Bensco.


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B. Summary of the Assets of the Estate/Trust

Based on the information provided to the Co-Receivers, the representations of Mr. Benson and

Renee Benson through their counsel, and the work that the Co-Receivers have performed to date, the

Co-Receivers provide the following inventory of the assets of the Estate/Trust:

I. Real Property

A. 106 Sena Drive, Metairie, Louisiana

B. 127, 129 and 131-133 Elmeer Avenue, Metairie, Louisiana

C. The Lake Tahoe House at 159 Granite Springs Drive, Stateline, Nevada

D. 136.151 or 179.314 acres in Blanco County, Texas3

E. Undivided interest in the real property located at 9100, 9400 and 9600 San

Pedro, San Antonio, Texas

F. A contingent interest in the proceeds of the sale of 1,561.319 acres in Blanco

County, Texas4

II. Business Interests

A. 985,479 shares of Lone Star Capital Bank, a National Association

B. 825,000 shares of Bensco, Inc., a Texas Corporation which owns and operates

various automobile dealerships in San Antonio, TX and New Orleans, LA,

through 100% ownership of Bensco of Texas, LLC, Bensco of Louisiana, LA,

Tom Benson Chevrolet Co., Inc., Benson Motor Company of SA, Inc., Best

Chevrolet, Inc., Benson Motor Company Mercedes Benz, Tom Benson Imports,

Benson Farm & Ranch, Inc., Benson Vehicle Company

C. An undivided interest in an additional share of Bensco, Inc.

D. 99% interest in Uptown Blanco, Ltd.

III. Bank Accounts

A. Frost Bank Account No. F5081100 held in trust for Dawn Marie Benson Jones:

$3,059,927.01

B. Lone Star Bank Money Market Account No. 7007008: $4,765,404.18

3 The attorneys for Mr. Benson and the Records of Blanco County reflect that the Estate owns 179.314 acres, while the

attorneys for Renee Benson assert that the Estate owns 136.151 acres. See Exhibits 2 and 3.

4 According to counsel for Mr. Benson, in the Will, Mrs. Benson granted a life estate to Mr. Benson in her undivided

interest in the Old Blanco County Ranch (the 1,561.318 acres owned by Mr. and Mrs. Benson at the time of her death).

In March of 2000, the beneficiaries of the Trust entered into an agreement that provided that Mr. Bensons life estate in

Mrs. Bensons undivided interest in the Old Blanco County Ranch is removed from the Trust. According to Mrs.

Bensons Will, Mr. Benson has the right to sell the Old Blanco County Ranch. However, the beneficiaries agreed that if

Mr. Benson chooses to sell the Ranch, the proceeds from the sale of that portion of the ranch would be placed in the Trust

and would be handled pursuant to the 2000 Agreement.


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C. Lone Star Bank Operating Account No. 7007982: $309,125.29

V. LIABILITIES OF THE ESTATE/TRUST

A. The Benson Football Note

On or about August 29, 2012, the Estate, acting by and through Mr. Benson as the Estates

Executor (the Executor), promised to pay Benson Football, LLC (Benson Football) the sum of

$8,999,888.92. A copy of the Promissory Note is attached as Exhibit 19. The proceeds from the

Promissory Note were used by the Estate to fund the consideration for the merger of Cattlemans Bank

with and into Lone Star Capital Bank.

Pursuant to the Promissory Note, the Estate was required to pay annual installments of interest

only commencing on August 29, 2013, and continuing thereafter on the 29th

day of each August

thereafter prior to July 31, 2021. Based on the review of the records of the Estate and Trust, the Co-

Receivers have determined that Mr. Benson, as the Executor of the Estate and Trustee of the Trust, it

does not appear that the Estate paid amounts due to Benson Football on August 29, 2013

($103,498.71), and August 29, 2014 ($103,498.71). As a result, $206,997.42 is due and owing to

Benson Football.

On March 16, 2015, the Co-Receivers filed a Motion for Authority to Pay Note, seeking

court-approval to pay these amounts to Benson Football. Mr. Benson filed a response stating that he is

not opposed to the Motion. The Motion currently remains pending without a ruling.

B. Account Payable Tom Benson

Currently, the Trusts financial statements reflect an account titled A/P Tom Benson with a

balance of $17,702,258.96. This indebtedness is not evidenced by any written promissory notes. As a

result, the Co-Receivers asked their accountants, Padgett-Stratemann, to analyze this account.


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Padgett-Stratemann reviewed the books and records of the Estate and Trust and issued a

preliminary report. Padgett-Stratemanns review of the QuickBooks of the Estate and Trust found

transaction activity in A/P Tom Benson from 12/31/1997, the inception of transactions recorded to

this liability account, through 12/31/2014. From their review of this transaction history from

12/31/1997 to 12/31/29014, Padgett Stratemann noted the following:

A total of 385 transactions involved this account;

Of the 385 transactions, 342 (almost 90%) were entered into the Trusts QuickBooks

accounting system as journal entries either directed by Mr. Benson, Tom Roddy or Joe Feuge

(Mr. Bensons accountant); and

In addition to Mr. Benson, other entities are named in the journal entries as being involved in

transactions that increased the account payable to Mr. Benson, including Bensco of LA, Bensco

of TX and Benson Properties.

Based on the available information, Padgett Stratemann found that the journal entry

descriptions appear to indicate that Bensco of LA and Bensco of TX provided Uptown Blanco, Ltd.

(Uptown Blanco) with cash advances, which then somehow resulted in the Trust recording that

amount as payable from the Trust to Tom Benson. These transactions did not involve or otherwise

flow through the Trusts bank accounts, yet they were recorded in the books as increasing the Trusts

liability (account payable) to Tom Benson. Regardless of whether the cash advance to Uptown

Blanco was provided by Mr. Benson, Bensco of LA or Bensco of TX, the books reflect an increase in

the Trusts account payable to Mr. Benson.

The Co-Receivers sought to meet with Joe Feuge, Mr. Bensons accountant, to gather

information regarding the account payable balance owed to Mr. Benson, but Mr. Bensons attorneys

refused to allow the meeting. As a result, it is not clear at this time whether some or all of the

$17,702,258.96 account payable balance is a bona fide debt owed to Mr. Benson. It appears that the

$17,702,258.96 A/P Tom Benson account balance was established in the Trusts accounting


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system primarily through journal entries that created a payable to Mr. Benson without the Trust

actually receiving cash, while serving as an accounting conduit between Mr. Benson, Bensco of LA,

Bensco of TX and Uptown Blanco, LTD.

C. Reimbursement Sought By Renee Benson

Renee Benson has requested reimbursement for the payment of insurance and property taxes

for Uptown Blanco, claiming that the Trust owes her a total of $108,321.38. Based on the available

information, Padgett Stratemann found as follows:

(1) Uptown Blanco paid its commercial insurance renewal and 2014 property taxes from its bank accounts.

(2) Renee Benson claims that she personally paid the amounts for the insurance and

property taxes.

(3) Mary Polensky, the bookkeeper for the Estate and Trust, prepared a memorandum with

attached insurance and property tax information, and sent them to Renee Benson.

(4) Trust accounting entry #428 indicate that the Trust may have already advanced amounts

to Renee Benson and Uptown Blanco for the two checks through advances made

directly to Uptown Blanco by Mr. Benson or a related entity, such as Bensco of TX or

Bensco of LA.

(5) Trust entry #428 increased A/P Tom Benson indicating this account was credited

with the advancing funds directly to Renee Benson and Uptown Blanco for

reimbursement of the two checks.

(6) Actual cash advance transactions described in entry #428 and Ms. Polenskys

memorandum did not involve the use of Trust bank accounts.

(7) Ms. Polensky indicated in a hand-written note that Trust entry #428 will need to be

voided.

Padgett Stratemann reviewed the Trusts bank account transactions, and did not find a cash

deposit made into the Trusts bank account for $108,396.68 from Mr. Benson or a related entity.

Likewise, Padgett Stratemann did not find a check disbursement from the Trust to Uptown Blanco for

the same or similar amount.


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At this time Padgett Stratemann does not have supporting documentation sufficient to

determine if Renee Benson and Uptown Blanco were given a cash advance to cover the amounts of the

two checks, or if Mr. Benson advanced those amounts. In addition, Padgett Stratemann was not able to

discuss these transactions with Mr. Feuge. Therefore, Padgett Stratemann could not determine if

Renee Benson is entitled to reimbursement of $108,321.38.

VI. CONCLUSION

The Co-Receivers have worked diligently and faithfully to perform their duties to the Court

under its orders. A schedule of the Inventory that has been prepared by the Co-Receivers is attached as

Exhibit 20.

This suit has ensnarled an honorable family, and replaced love and affection with distrust and

tears. There are many victims. This lawsuit may provide clarity. But it will not bring tranquility.

Courtrooms are not the ideal venue for happiness. The typical result of litigation is a deepening of the

wound. A peaceful resolution of this family matter is greatly desired by the Co-Receivers.

Our assigned task, though, was to identify, determine, take control of, manage, and conserve

the assets of the Estate/Trust, and to ferret out issues that need resolving by the Court. We have done

this with our Report. The Co-Receivers want to thank both sides of the litigation, who have mostly

been open and helpful in our tasks. We recently had a disagreement on the Co-Receivers desire to

meet with Mr. Feuge, Mr. Bensons accountant, but that has been the exception. Generally speaking,

we have been assisted by the able lawyers on both sides.

Occasionally, we have raised questions concerning Mr. Bensons actions. But we also

acknowledge the remarkable generosity of Mr. Benson to his family in the past. It is not particularly

surprising that mistakes could be made considering the multiplicity of trusts, settlements, corporations,

and other business entities involved in this Estate. The tangle of legal instruments through the years


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dealing with this vast wealth could give a legal scholar headaches. As officers of the Court, we are

neutral, do not advance the positions of the parties, and we have impartially reported the facts and our

findings in this Report, based on all available information and our work to date.

Dated: March 25, 2015 /s/ Phil Hardberger

Phil Hardberger, Co-Receiver

/s/ Art Bayern

Art Bayern, Co-Receiver


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Respectfully submitted,

COX SMITH MATTHEWS INCORPORATED

112 E. Pecan Street, Suite 1800

San Antonio, Texas 78205

210-554-5269

210-226-8395 FAX

By: /s/ Mark J. Barrera

C. David Kinder

State Bar No. 11432550

[email protected]

Mark J. Barrera


[email protected]

Ellen B. Mitchell


[email protected]

Attorneys for Co-Receiver Phil Hardberger

And

LANGLEY & BANACK, INC.

745 East Mulberry Avenue, Suite 900


Telephone: (210) 736-6600

Facsimile: (210) 735-6889

By: /s/ Steve Brook

Steven R. Brook


[email protected]

Joyce W. Moore


[email protected]

Attorneys for Co-Receiver Arthur Bayern


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CERTIFICATE OF SERVICE

I hereby certify that on this 25th day of March, 2015, a true and correct copy of the foregoing

document has been served electronically via the Courts CM-ECF system on all persons who are

registered to receive notices of filings in this action and, in addition, this document was served on the

following persons via email:

Bennett L. Stahl

CURL STAHL GEIS, P.C.

One Riverwalk Place

700 North St. Marys Street, Suite 1800


[email protected]

Attorney for Petitioner Renee Benson

Emily Harrison Liljenwall

SCHOENBAUM, CURPHY & SCANLAN, P.C.

112 East Pecan Street, Suite 3000


[email protected]

Attorney for Petitioner Renee Benson

David J. Beck

Russell S. Post

Troy R. Ford

Owen J. McGovern

BECK REDDEN, LLP

1221 McKinney Street, Suite 4500

Houston, Texas 77010

[email protected]

[email protected]

[email protected]

[email protected]

Attorneys for Thomas Milton Benson, Jr. as Trustee of the Shirley L. Benson Testamentary

Trust


mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]

19

Phillip A. Wittmann

Matthew S. Almon

James C. Gulotta, Jr.

STONE PIGMAN WALTHER WITTMAN, L.L.C.

546 Carondelet Street

New Orleans, LA 70130-3588

[email protected]

[email protected]

[email protected]

Attorneys for Thomas Milton Benson, Jr. as Trustee of the Shirley L. Benson Testamentary

Trust

/s/ Mark J. Barrera


mailto:[email protected]:[email protected]:[email protected]

tom benson inventory

Documents

benson estate

trust shirley

dae thomas milton benson

estate of shirley

dawn marie benson jones

removal of trustee

county court of bexar

renee bensons siblings