4
Thor. During that meeting S&B's board set a target date of
August 1, 1988, for closing on the management group's purchase of
the S&B stock. The S&B board agreed to meet again on May 17,
1988, to discuss the management group's proposal. S&B's board
held quarterly meetings, and these meetings were always held by
telephone conference. The corporate secretary for S&B would
prepare minutes of the meeting, and these minutes would be
approved at each subsequent meeting.
Prior to July 5, 1988, Thor provided the management group
with a stand-still agreement that was effective until the
anticipated S&B stock closing in early September 1988. At their
annual meeting held on July 12, 1988, Thor's board of directors
discussed and approved the Buyer's offer.
In a letter dated September 27, 1988, to each of the members
of Thor's board of directors, David M. Fender (Fender) described
generally the sale of S&B and forwarded to each director a
"UNANIMOUS CONSENT OF DIRECTORS" form seeking consent of Thor's
board for Thor to enter into a stock purchase agreement with the
Buyer. In that letter, Fender described the sale price of the
S&B stock to the Buyer as $3.3 million (net cash), plus
cancellation of approximately $724,000 of the intercompany
receivable due to S&B from Thor.
On September 30, 1988, Thor's board of directors authorized
the sale of the S&B stock pursuant to the terms of a stock
purchase agreement (SPA), and on October 3, 1988, Thor, as
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