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Cold Spring Construction Company was founded by my Grandpa in 1911. We are a closely-

held, family-owned construction firm that specializes in highway and bridge construction. Our

projects range in size from $1 million to $40 million. Dad and his brother, Uncle Tom, both

entered the business after serving our country in WW II and worked together until Uncle Tom

died in 1977. As Dad, our Chairman, approaches his 79th birthday, he still remains very active in

the business. In addition, my brothers, Steve, President and CEO, and Andrew, Vice President,

are actively involved in managing our business today. We have eight siblings who have chosen

other career paths; however, each worked for the company every summer to pay for college, as

did 12 of my first cousins.

You get the picture, we, like thousands of other businesses in this industry, are privately held and

intend to remain so. It was with this backdrop that we faced the potential onslaught of FAS 150.

Through our involvement with AGC, I was able to visit FASB in Norwalk, CT, along with two

other representatives of AGC on October 30, 2003.

The risks of FAS 150 to privately held firms like ours, and the majority of AGC members,

cannot be overstated. As written, FAS 150 would have dramatically affected all privately held

companies with mandatory redemption clauses in their buy-sell agreements. That is, if your

“buy-sell1” agreement is written so that the company must buy your stock back at some point in

the future (for example at death or retirement), then the contingent future liability must be

booked or accounted for today.

For my family’s company, this is all our shares.

The result will

1 Buy-sell agreements are an agreement between shareholders, and possibly the corporation, for the transition of ownership.

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