Mona Bismarck American Center for Art

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ON FEBRUARY 10, 2023, THE FOUNDATION FILED A PETITION WITH THE ATTORNEY GENERAL OF THE STATE OF NEW YORK (THE "ATTORNEY GENERAL") FOR APPROVAL OF THE FOUNDATION'S PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS (THE "PETITION") THAT INCLUDED THE SALE OF PROPERTY LOCATED AT 34, AVENUE DE NEW YORK, IN PARIS, FRANCE (THE "PARIS PROPERTY") BY MOBIS CORPORATION ("MOBIS"), THE FOUNDATION'S WHOLLY-OWNED TITLE HOLDING COMPANY, EXEMPT FROM TAX UNDER SECTION 501(C)(2), AND THE PROPOSED DISTRIBUTION OF THE FOUNDATION'S REMAINING ASSETS (INCLUDING NET PROCEEDS FROM THE SALE OF THE PARIS PROPERTY) TO THE AMERICAN LIBRARY IN PARIS, U.S.A. FOUNDATION ("ALP FOUNDATION", A SUPPORTING ORGANIZATION) FOR THE SUPPORT OF CULTURAL PROGRAMS TO BE CARRIED OUT BY ITS SUPPORTED ORGANIZATION, THE AMERICAN LIBRARY IN PARIS INCORPORATED ("ALP"), UPON THE FOUNDATION'S DISSOLUTION. AFTER THE FOUNDATION REVISED ITS INITIAL PETITION IN CONSULTATION WITH THE ATTORNEY GENERAL, THE PETITION (INCLUDING THE SALE OF THE PARIS PROPERTY) WAS APPROVED BY THE ATTORNEY GENERAL ON JUNE 15, 2023, INITIATING A 270-DAY PERIOD DURING WHICH THE FOUNDATION WOULD CARRY OUT THE APPROVED PLAN OF DISSOLUTION AND DISTRIBUTE ITS REMAINING ASSETS TO ALP FOUNDATION, WITH MOBIS AND THE FOUNDATION'S DISREGARDED FRENCH OPERATING ENTITY, THE ASSOCIATION, ALSO EXPECTED TO DISSOLVE. THE PARIS PROPERTY WAS SOLD ON SEPTEMBER 14, 2023. THE ATTORNEY GENERAL GRANTED THE FOUNDATION AN EXTENSION OF TIME TO CARRY OUT ITS PLAN OF DISSOLUTION UNTIL JUNE 2024 AND AN ADDITIONAL EXTENSION UNTIL SEPTEMBER 17, 2024. ON JULY 16, 2024, ACTING BY UNANIMOUS WRITTEN CONSENT, THE MOBIS BOARD OF DIRECTORS APPROVED THE DISSOLUTION OF THE CORPORATION AND RECOMMENDED TO ITS SOLE SHAREHOLDER, THE FOUNDATION, THAT MOBIS BE DISSOLVED AND ITS AFFAIRS WOUND UP. ON JULY 17, 2024, ACTING BY UNANIMOUS WRITTEN CONSENT, THE FOUNDATION, AS SOLE SHAREHOLDER, APPROVED THE RECOMMENDATION OF THE MOBIS BOARD AND APPROVED AND AUTHORIZED THE DISSOLUTION OF MOBIS. ON JULY 17 AND AUGUST 9, 2024, MOBIS TRANSFERRED ALL OF ITS REMAINING CASH ARISING FROM THE PROCEEDS OF THE PARIS PROPERTY SALE, LESS EXPENSES RELATED TO SUCH SALE AS WELL AS EXPENSES IN CONNECTION TO ITS DISSOLUTION, TO THE FOUNDATION AS SOLE SHAREHOLDER OF MOBIS. MOBIS DISSOLVED ON SEPTEMBER 4, 2024. IN JULY AND AUGUST 2024, AFTER PAYMENT OF ALL OUTSTANDING EXPENSES AND LIABILITIES, THE FOUNDATION TRANSFERRED ALL OF ITS REMAINING ASSETS TO ALP FOUNDATION, PURSUANT TO THE TERMS OF A GIFT AGREEMENT BETWEEN THE FOUNDATION AND ALP AND THE PROVISIONS OF THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS AS APPROVED BY THE ATTORNEY GENERAL. A COPY OF THE ATTORNEY GENERAL'S APPROVAL OF THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS (WHICH INCLUDES A COPY OF THE PLAN AUTHORIZED BY THE FOUNDATION'S BOARD OF DIRECTORS) IS ATTACHED TO THIS FORM 990-PF. THE FOUNDATION HAS CARRIED OUT ITS PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS (ITS FINAL DISTRIBUTION HAVING BEEN MADE ON SEPTEMBER 4, 2024) AND NOW HAS NO MORE ASSETS AND NO MORE LIABILITIES. A SECOND VERIFIED PETITION FOR THE APPROVAL OF THE FOUNDATION'S CERTIFICATE OF DISSOLUTION WAS SUBMITTED TO THE ATTORNEY GENERAL AND APPROVED. THE APPROVED CERTIFICATE OF DISSOLUTION WAS FILED WITH THE NEW YORK STATE DEPARTMENT OF STATE DIVISION OF CORPORATIONS ON DECEMBER 20, 2024. A COPY OF THE CERTIFICATE AND FILING RECEIPT ARE ATTACHED. THE FOUNDATION IS NOW DISSOLVED UNDER NEW YORK LAW.

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