Preview
FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1478 RECEIVED NYSCEF: 03/27/2023
EXHIBIT 19
FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1478 RECEIVED NYSCEF: 03/27/2023
BREMEN HOUSE, INC.
200 E 85th St., Unit 1-D
New York, NY 10028
March 21, 2023
VIA EMAIL AND FEDERAL EXPRESS
Yasemin Tekiner
10819 Vicenza Way
Los Angeles, CA 90077
Zeynep Tekiner
31 White Plains Road
Bronxville, 10708
Re: Notice of Special Meeting of the Board of Directors of Bremen House, Inc.
Dear Yasemin and Zeynep:
We are in receipt of your letter dated February 15, 2023 seeking a special meeting of the
Board of Directors of Bremen House, Inc. (the "Company").
Pursuant to §§ 3.09 and 3.11(a) of the Bylaws, a Special Meeting will be held on Monday,
April3, 2023 at 10:00 am ET at the offices of Pryor Cashman LLP, 7 Times Sq., New York,
NY 10036. Zoom credentials for the meeting will be provided to any Director upon request. Your
attorney may attend; counsel for Directors Berrin Tekiner and Gonca Tekiner Chelsea will be in
attendance.
Your February 15 Letter proposed the following topics for discussion during the Special
Meetmg.
1. The current fnancial status of Bremen House, including (by way of example only): (i)
amount of cash on hand; (ii) each item and amount ofdebt; (iii) receivables; (iv) listing of
real property and other assets, with current income and estimated value;
This information will be discussed at the Special Meeting.
2. Details, including contemporaneous records, purpose, payee, and ultimate benefciary,
regarding all deposits, payments and transfers to orfrom any bank account, held by orfor
the Company, in excess of $10,000, since January 1, 2020,
including (by way of example
only): (i) the payments for $71,842.30 and $144,526.79 to Santander Bank on July 13,
2020; (ii) the proceeds of the sale of 15 Brookby Road in
Scarsdale, NY, including the
$2,875,726.15 transfer to Brick House Capital LLC; (iii) the $850,000.00 transfer to an
account ending in 5069 held personally by Berrin Tekiner on April 12, 202l; (iv) the
$223,660.00 transfer to an account ending in 5069 held
personally by Berrin Tekiner on
June 22, 202 ); (v) the $15,137.00 payment to Central Avenue
Jeep on January 21, 2022;
(vi) the $1,000,000 transfer to an account ending in 5069 held
personally by Berrin Tekiner
on June 13, 2022; (vii) the wire transfers totaling at least
$135,000.00 to BH Gastonia NC
FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1478 RECEIVED NYSCEF: 03/27/2023
March 21, 2023
Page 2
LLC between April 2021 and July 2022; the wire transfer of $100,188.56 to an
(viii)
unknown payee on August 23, 2022; the $1,000,000 transfer to the Sami Tekiner
(ix)
Residuary Trust on September 28, 2023; and (x) the $200,000 transfer to an account
ending in 4194 held for 254-258 West 35th Street, LLC on February 14, 2022;
This Plaintiffs'
information is the subject of pending motion to appoint a temporary receiver and/or
for a preliminary injunction in the ongoing litigation Tekiner v. Bremen House Inc., et al., Index
No. 657193/2020 Plaintiffs'
(the "Litigation"). attempt to seek unauthorized post-note of issue
discovery under the guise of a demand for Special Meeting is rejected.
3. Any and all actual, potential, pending, and/or contemplated purchases, sales, leases, or
marketing ofproperties owned or managed by Bremen House, including any documents or
communications relating thereto;
This information will be discussed at the Special Meeting.
4. Any debt, lien, tax liability, agreements with tax authorities, or liability or encumbrance of
any kind related to any properties owned or managed by Bremen House;
This information will be discussed at the Special Meeting.
5. The corporate status of Bremen House Texas, Inc. and German News Texas, Inc. and what
eforts, if any, have been taken and/or are being taken to reinstate them; and
This information will be discussed at the Special Meeting.
6. Quanti²cation and termination of any indemmfication and/or advancement of legal fees
and costs to defend Berrin Tekiner and/or Gonca Chelsea in the ongoing litigation
captioned Tekiner et al v. Bremen House, Inc. et al, No. 650.
The total amount of legal fees advanced in defense of the Litigation will be discussed at the Special
Meeting. The indemnification and/or advancement of legal fees and costs was duly-authorized by
the Unanimous Written Consent of the Shareholders dated December 6, 2021 as the Court
previously held. (See Dkt. 1001 at 45:23-46:2.)
Sincerely,
Berrin Tekiner
Chairman of the Board
cc: Gonca Tekiner Chelsea, Director
Benjamin Weissman, Esq.
Michele Kahn, Esq.
.
Preview
FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1478 RECEIVED NYSCEF: 03/27/2023 EXHIBIT 19 FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1478 RECEIVED NYSCEF: 03/27/2023 BREMEN HOUSE, INC. 200 E 85th St., Unit 1-D New York, NY 10028 March 21, 2023 VIA EMAIL AND FEDERAL EXPRESS Yasemin Tekiner 10819 Vicenza Way Los Angeles, CA 90077 Zeynep Tekiner 31 White Plains Road Bronxville, 10708 Re: Notice of Special Meeting of the Board of Directors of Bremen House, Inc. Dear Yasemin and Zeynep: We are in receipt of your letter dated February 15, 2023 seeking a special meeting of the Board of Directors of Bremen House, Inc. (the "Company"). Pursuant to §§ 3.09 and 3.11(a) of the Bylaws, a Special Meeting will be held on Monday, April3, 2023 at 10:00 am ET at the offices of Pryor Cashman LLP, 7 Times Sq., New York, NY 10036. Zoom credentials for the meeting will be provided to any Director upon request. Your attorney may attend; counsel for Directors Berrin Tekiner and Gonca Tekiner Chelsea will be in attendance. Your February 15 Letter proposed the following topics for discussion during the Special Meetmg. 1. The current fnancial status of Bremen House, including (by way of example only): (i) amount of cash on hand; (ii) each item and amount ofdebt; (iii) receivables; (iv) listing of real property and other assets, with current income and estimated value; This information will be discussed at the Special Meeting. 2. Details, including contemporaneous records, purpose, payee, and ultimate benefciary, regarding all deposits, payments and transfers to orfrom any bank account, held by orfor the Company, in excess of $10,000, since January 1, 2020, including (by way of example only): (i) the payments for $71,842.30 and $144,526.79 to Santander Bank on July 13, 2020; (ii) the proceeds of the sale of 15 Brookby Road in Scarsdale, NY, including the $2,875,726.15 transfer to Brick House Capital LLC; (iii) the $850,000.00 transfer to an account ending in 5069 held personally by Berrin Tekiner on April 12, 202l; (iv) the $223,660.00 transfer to an account ending in 5069 held personally by Berrin Tekiner on June 22, 202 ); (v) the $15,137.00 payment to Central Avenue Jeep on January 21, 2022; (vi) the $1,000,000 transfer to an account ending in 5069 held personally by Berrin Tekiner on June 13, 2022; (vii) the wire transfers totaling at least $135,000.00 to BH Gastonia NC FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1478 RECEIVED NYSCEF: 03/27/2023 March 21, 2023 Page 2 LLC between April 2021 and July 2022; the wire transfer of $100,188.56 to an (viii) unknown payee on August 23, 2022; the $1,000,000 transfer to the Sami Tekiner (ix) Residuary Trust on September 28, 2023; and (x) the $200,000 transfer to an account ending in 4194 held for 254-258 West 35th Street, LLC on February 14, 2022; This Plaintiffs' information is the subject of pending motion to appoint a temporary receiver and/or for a preliminary injunction in the ongoing litigation Tekiner v. Bremen House Inc., et al., Index No. 657193/2020 Plaintiffs' (the "Litigation"). attempt to seek unauthorized post-note of issue discovery under the guise of a demand for Special Meeting is rejected. 3. Any and all actual, potential, pending, and/or contemplated purchases, sales, leases, or marketing ofproperties owned or managed by Bremen House, including any documents or communications relating thereto; This information will be discussed at the Special Meeting. 4. Any debt, lien, tax liability, agreements with tax authorities, or liability or encumbrance of any kind related to any properties owned or managed by Bremen House; This information will be discussed at the Special Meeting. 5. The corporate status of Bremen House Texas, Inc. and German News Texas, Inc. and what eforts, if any, have been taken and/or are being taken to reinstate them; and This information will be discussed at the Special Meeting. 6. Quanti²cation and termination of any indemmfication and/or advancement of legal fees and costs to defend Berrin Tekiner and/or Gonca Chelsea in the ongoing litigation captioned Tekiner et al v. Bremen House, Inc. et al, No. 650. The total amount of legal fees advanced in defense of the Litigation will be discussed at the Special Meeting. The indemnification and/or advancement of legal fees and costs was duly-authorized by the Unanimous Written Consent of the Shareholders dated December 6, 2021 as the Court previously held. (See Dkt. 1001 at 45:23-46:2.) Sincerely, Berrin Tekiner Chairman of the Board cc: Gonca Tekiner Chelsea, Director Benjamin Weissman, Esq. Michele Kahn, Esq. .