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, asPage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Next
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