- 7 -
and BBNA's shareholders, and the satisfaction of certain
conditions which included: (1) The receipt of regulatory
approvals, including the approval of the OCC, without any
requirement or condition that Norwest would consider unduly
burdensome, and (2) the receipt of Peat Marwick’s opinions that
the transaction would qualify for the desired method of
accounting and as a tax-free reorganization.
Second, Norwest entered into voting agreements with certain
DBTC shareholders. These shareholders held 24.5 percent of
DBTC's stock and included John Figge, James Figge, Thomas Figge,
and other members of the Figge family. The voting agreements
provided that these shareholders would vote their shares in favor
of the transaction and that they would help Norwest complete the
transaction.
Third, BBNA entered into employment agreements with V.O.
Figge, John Figge, James Figge, Thomas Figge, and Richard R.
Horst. The employment agreements provided that the five listed
people would be employed as officers of New Davenport for 1 year
at the same salaries they were receiving from DBTC. The parties
to the transaction contemplated that John Figge, James Figge, and
Thomas Figge would become senior vice presidents of New Davenport
and that the members of DBTC's board would become members of New
Davenport's board. Norwest agreed to cause John Figge to be
elected to its board.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011