Gurney's Timeshare Owners Inc.

... a not for profit corporation to educate, inform and share information about our resort Gurney's Inn Resort and Spa, Inc

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This site was started by Gurney's Timeshare Owners, Inc. a not for profit corporation to educate, inform and share information about our resort Gurney's Inn Resort and Spa, Inc. It's purpose is to begin the process of organizing the timeshare owners so that we can enforce our rights to full disclosure and obtain an independent board of directors.

Gurney's has one of the most beautiful beaches in the world. Sitting on the deck, listening to the surf, walking on the beach or fishing is restful and relaxing. It's our little bit of paradise at the tip of New York. The indoor pool is a great place to workout and the spa has every amenity imaginable. There's no place like it. It's Gurney's Inn and we love it and hope to enjoy it for many more years to come.

Gurney's Timeshare Owners

DON'T SUPPORT TOM CARUSONA'S SOLICITAION SENT WITH THE BUDGET

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CAUTION: I URGE YOU NOT TO SUPPORT THE SOLICITATION OF OFFERS FOR GURNEY'S UNTIL THE MONTE-COOPER TRUST REVEALS TO THE TIMESHARE OWNERS WHAT WOULD “COME OFF THE TOP” IN THE EVENT OF A SALE OF GURNEY'S BEFORE WE, THE TIMESHARE OWNERS, SEE ONE PENNY.

December 7, 2012
A mailing has gone out from Gurney's seeking your opinion as to whether or not Gurney's should solicit offers for its sale.
I was asked to join in support of this letter. I did not.
While their solicitation sounds innocuous, I believe the letter to be materially misleading and that you are being scammed by not knowing ALL the facts.
Here is why.
According to Gurney's Certificate of Incorporation, the net proceeds of any sale (i.e., essentially the proceeds after the expenses of any sale and payment of any mortgage obligations) should ALL go to the Class A shareholders, since the Class B Monte-Cooper Trust shares are limited to return of the money paid for the issuance of the Class B shares and it does not appear that anyone paid any money at all for them.  
At this point, management (which, as you well know, has been trying to sell Gurney's for the longest time, without your consent) should be able to provide a hypothetical example as to what would happen if, to pick a random and very conservative number, Gurney's sold for $50,000,000.
Rather than participating in their straw poll, ask management to disclose what amounts come off the top upon the sale of Gurney's, and what amount, if any, would be payable to the Class A timeshare owners and how it would be divided.
You will be shocked at how little, if anything, you would receive for your Gurney's timeshare and your Class A stock.
Read more...
 

We Won't Be Fooled Again......

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November 13, 2012

Dear Fellow Gurney's Timeshare Owners,

Even Big Bird knows if interest rates on Sesame Street properties are dropping lower than those on their existing mortgages, it's time to refinance.  It's all over the news.  With interest rates at historic lows, Gurney's board should be looking at refinancing Gurney's underlying mortgages as a viable alternative to raising maintenance fees or levying assessments on Class A shareholders. There may never be a better time.

Gurney's has the following mortgage long-term debt and corresponding interest rates:
Trust purchase money mortgage: $2,454,810.70 @ 6.5%
Mortgage payable due to Capital One Bank: $4,601,720.10 @ 5.75%
Construction mortgage payable due to Capital One Bank: $865,535.05 @4.283%

So, why hasn't Gurney's refinanced? 
Do you seriously doubt Gurney's could not consolidate the above three mortgages and get a much lower mortgage rate?

I was shocked to read Thomas Carusona (Gurney's President) claim, in Gurney’s latest newsletter, that the main thing holding up a refinancing of Gurney’s mortgages is our lawsuit.

As Mr. Carusona well knows, nothing could be further from the truth.

The fact is, the Monte-Cooper controlled Trust  and its two appointed directors do not want its mortgage paid off EVER! 

It is the mortgage which supposedly allows the Trust to maintain complete control over Gurney’s because the Class B shares cannot be retired until their mortgage is satisfied.  

The “major obstacle to Gurney’s ability to refinance” is a secret agreement called the “Unsold Shares Agreement.”

It was originally entered into in 2002 and revised in 2005. The Unsold Shares Agreement was signed by Nick Monte, on behalf of Gurney’s, and Lola Monte, on behalf of the Trust.  The 2005 amendment to it was signed on behalf of Gurney’s by Tom Carusona, and on behalf of the Trust by Paul Monte and Lola Monte.

Here is where things get interesting.

You may recall the Gurney’s 1999 bankruptcy plan of reorganization gave the Trust a “future interest in 50% of all unsold shares and proprietary leases, which future interest shall mature on the earlier of the date of the sale of the real property or December 31,2032.” The Trust’s absurdly inflated second mortgage was also reduced to $2,700,000 in the bankruptcy plan.

The Trust was afraid that someone would come along and pay off its mortgage.

So, what did it do?

The Unsold Shares Agreement, if it is valid, will require anyone seeking to satisfy the Trust’s mortgage, INCLUDING US,  to purchase, at the same time, the Trust’s “future interest” in its Class A shares ( a little more than 60,000 shares).

But it gets worse.

Not only does the Trust’s “future interest” in its Class A shares have to be purchased as a condition to getting rid of the Trust’s mortgage, but the Unsold Shares Agreement values the Trust’s “future interest” in its Class A shares at more than three times the value of our Class A shares. 

Thus, the Unsold Shares Agreement, together with other secret agreements (the contents of which I am prevented from disclosing at this time by restrictions insisted upon by Tom in the litigation), act as a sort of “poison pill” preventing us from getting rid of the Trust, refinancing, and, in general, taking those steps a cooperative has to take in order to survive. 

Among the latter, is selling the many Class A shares returned to Gurney’s by our many former fellow timeshare owners who have already been forced out. The Unsold Shares Agreement also prevents Gurney’s from selling any Class A shares without the Trust’s permission.
I suggest you ask Tom Carusona about the Unsold Shares Agreement and why he has never disclosed it contents to the timeshare owners. Also ask him if he seriously doubts Gurney's could not get a mortgage rate much lower than the 6.5% we are now paying the Trust. 

Gurney's board is dominated by the Trust's two appointed directors.  Nonetheless, Gurney's board is charged with operating that business in a prudent fashion for the benefit of the greatest number of shareholders, and not solely for the benefit of the Monte-Cooper controlled Trust. 
Gurney's history has shown that the powers-that-be continue to fail to realize their duty is to ALL of Gurney's shareholders, not just the Trust, and act accordingly.  

May the Court enlighten them and justice finally prevail for OUR Gurney's.

Respectfully submitted for your consideration,
Linda Benjamin
Class A Director

 

TOM CARUSONA'S LETTER IN ANNUAL MTG NOTICE

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October 17, 2012 
Dear Fellow Gurney's Timeshare Owners:

This is a brief response to Tom Carusona’s October 5, 2012 “Dear Shareholder” letter, which was included in your Gurney's proxy packet. For those of you baffled by the hoopla over the allegedly illusive meaning of Paragraph 3(e) of our Leases, this is what it plainly states:
The Directors elected by Class A stockholders have “the discretionary power” to “determine from time to time what services and what attendance shall be proper in the manner of maintaining and operating the buildings and also what existing services shall be increased, reduced, changed, modified or terminated.”

Mr. Carusona claims: “The Court’s final decision on the meaning of Section 3(e) corresponds with the interpretation of all previous boards.”

My response: This is impossible. The Court’s decision does not even correspond with the current board’s position. The complaint filed on behalf of the Trust’s appointed directors, admits that Section 3(e) is currently operative (Section 3(e) is written in the present tense), but that its purpose is to prevent Gurney's timeshare owners from demanding extravagant services. The lawyer hired by the Trust’s appointed directors subsequently explained Section 3(e) to our original judge in Manhattan as meaning the same as my interpretation of Section 3(e):
They [the Class A shareholder-timeshare owners] get to decide the level of services, they don’t get to decide the expenditures. Once they decide, “Board, this is what we want, this is how we want to operate,” it goes to the board for a board vote on the expenditures, how are we going to do this. Why do they get to determine the level of services? Because they ultimately get to pay for it.... It’s the As that own the co-op.”

The judge in Suffolk County, nevertheless, held that Section 3(e) is only operative in the future, i.e., once the Trust is gone. I believe the Court is wrong but we have lived with this situation for 30 years and we will just have to live with it a little longer.

Mr. Carusona stated: “Gurneys and all shareholders would be better served if the Class A Director would work with our Board and with Management in a constructive manner . . . .” Unfortunately, both “the Board” and “Management” operate Gurney’s exclusively for the benefit of the Trust and members of the Montemarano and Cooper families. For example, millions of dollars have been paid to or for the benefit of the Trust beyond that required by Gurney’s 1999 bankruptcy plan. The Trust, as well as the Montemarano and Cooper families, are the beneficiaries of absurd secret agreements, which this Board alleges were properly entered into on behalf of Gurney’s.

I could go on but the failure of the Trust-controlled Board of Directors to sell any Class A shares for more than 20 years, thereby, forcing the remaining timeshare owners to pay higher and higher charges, says it all. The failure to sell Class A shares, more than anything else, helps the Trust and hurts the timeshare owners of Gurney's.

The time is long overdue for Gurney's “powers-that-be” to understand that karma is like a rubber-band: it can only stretch so far before it comes back and smacks you in the face.
We, the true owners of Gurney's – the timeshare owners, have been “stretched” far too much for far too long. It is they who have created their own storm, and, astonishingly, are upset because it is now raining. Stand strong!
 

 

QUESTIONS FOR TOM CARUSONA & GURNEY'S MGMT

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October 21, 2012

Below are the questions which Mr. Martin Goldman has prepared for Gurney's management, Thomas Carusona, and the Trust. Remember Mr. Carusona said he would like to repond to questions from owners. Mr. Goldman would like any timeshare owners to ask some of these at the Annual Meeting.

QUESTIONS FOR  THOMAS CARUSONA AND GURNEY’S MANAGEMENT
1.       Contrary to Mr. Carusona’s statements, isn’t it true that in Linda Benjamin’s lawsuit Justice Sweet has already specifically decided that:
"The Class A timeshare owners paid approximately $50,000,000 as a result of the conversion of Gurney’s into cooperative ownership."

2.      From the original admitted $48,474,337 received from the conversion were all of the "existing underlying liens," as described on page 46 of the Offering Plan, paid off immediately as a priority payment by the Sponsor, as the Sponsor represented they would be, and if so to and by whom, the amounts and dates of each payment, if any?

3.    If not paid off partially and/or in full as a priority payment, please explain fully why not.

4.    Is it not true that even as of September 2, 1985 the original existing mortgages had not been paid off from the original $48,474,337?

5.    Identify each of the items constituting the "conversion expenses," the amounts attributable to each, and the name and address to whom owed.
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PROXY & INSTRUCTIONS

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October 14, 2012 
IMMEDIATE ATTENTION REQUIRED IN ORDER FOR YOUR VOTE TO BE COUNTED!
INSTRUCTIONS
ATTACHED PLEASE FIND OUR PROXY FORM SO YOU CAN VOTE FOR LINDA BENJAMIN AS CLASS A DIRECTOR OF GURNEY'S INN AT THE OCTOBER 23, 2012 ELECTION.
THANKS TO LINDA’S LAWSUIT, SHE HAS WON THE RIGHT FOR YOU TO VOTE EVEN IF YOU HAVE NOT PAID YOUR MAINTENANCE OR SPECIAL ASSESSMENTS.

 WE RECOMMEND YOU IMMEDIATELY FAX YOUR PROXY, due to time constraints.

You may use either our proxy at  the bottom of this email or the one that Gurney's sent you.

Please do the following:
1-Print the names of all owners in the top line
2-Fill in your unit(s) and week number(s), if you know them and number of shares.
3-Mark the box for Linda Benjamin (Already checked if you use our form)  
4-Finally, date and sign as instructed on the proxy.
5- You may either: (but both would be better)
a. FAX your proxy to 631-668-3699; or
b. MAIL your completed proxy to: 
PAUL MONTE, GURNEY'S INN, 290 OLD MONTAUK HIGHWAY, MONTAUK, NY. 11954

Gurney’s Timeshare Owners,  Inc.



GURNEY’S INN RESORT & SPA, LTD.
ANNUAL MEETING OF SHAREHOLDERS
PROXY
The undersigned, _______________________________________________________________, 
(Print Name)
the owner(s) of record of ____________________________  (________) shares of Class A Stock of 
        (Unit/Week Number(s)

GURNEY’S INN RESORT & SPA, LTD. (the "Corporation"), hereby constitute(s) and appoint(s) Pat Boffa the true and lawful attorney, agent, and proxy of the undersigned, with full powers of substitution and revocation, and for and in the name of, place and stead of the undersigned to vote upon and act with respect to all shares of Class A Stock of the Corporation, standing in the name of the undersigned at the Annual Meeting of the Shareholders of the Corporation to be held at the offices of the Corporation on Monday, October 23, 2012 and at any and all adjournments thereof with all the powers the undersigned would possess if then and there personally present to vote.

For the election of Directors of the Corporation for a term that shall expire on the date fixed for the next annual meeting, or until their successors are elected and qualify:
Nominees for election solely by the Class A Shareholders 

Linda Benjamin    ____X____

TO DIRECT THE PROXYHOLDER TO VOTE FOR THE CANDIDATE FOR CLASS A DIRECTOR, PLACE AN “X” ON THE LINE NEXT TO SUCH CANDIDATE’S NAME. IF NO DIRECTION IS GIVEN, THE PROXYHOLDER WILL NOT VOTE YOUR SHARES IN FAVOR OF THE CANDIDATE.
This proxy when properly executed will be voted in the manner directed by the undersigned. As to matters that come before the Annual Meeting as to which no direction is made, of if an individual named as nominee withdraws prior to the election of a Director on behalf of the Class A Shareholders, this proxy will be voted at the sole discretion of, and as determined by, the proxy holder. The undersigned hereby revokes any proxy or proxies heretofore given to vote or act with respect to the stock of the undersigned and hereby ratifies and confirms all that said attorney, agent and proxy attending at the Annual Meeting may lawfully do by virtue thereof.

Please sign exactly as your name(s) appear on your Stock Certificate.  When joint tenants hold shares, both must sign below.  If signing in any fiduciary or representative capacity, please give full title as such.

Dated this _______ day of _____________, 2012

__________________________________________________              (signatures)

__________________________________________________(print name(s))
               
PLEASE SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY  BY:
FAX  to  PAUL MONTE:  631-668-3699
Your proxy will only be counted if received no later than Noon on Tuesday, October 23, 2012.


 


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