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4. Scottsbluff National Corp.
Scottsbluff National Corp. was formed in 1974 as the parent
holding company of Scottsbluff National Bank. Scottsbluff
National Bank became the wholly owned subsidiary of Scottsbluff
National Corp. when the bank's shareholders exchanged their
shares of the bank's stock for shares of the parent holding
company's stock. From 1974 to 1987, Scottsbluff National Corp.
conducted no material business operations and held no assets
other than its stock in Scottsbluff National Bank.
5. Kosman, Inc.
Before 1980, banks in Nebraska could not have branch
offices. By 1980, however, banking statutes were amended to
allow banks to have branch offices and to permit formation of
multibank holding companies.
Kosman, Inc., was incorporated around July 1986 to serve as
a holding company for the Kosman family's interest in Scottsbluff
National Corp. At all times pertinent to this case, the
outstanding shares of stock of Kosman, Inc., consisted of 5,000
shares of voting common stock, 5,000 shares of nonvoting common
stock, and 12,000 shares of voting preferred stock.
In 1986 and 1987, Kosman, Inc.'s only assets were its stock
in Scottsbluff National Corp. and Western National Bank. During
this period, Kosman, Inc., owned 12,834 (32.085 percent) of the
40,000 shares of stock in Scottsbluff National Corp. and 2,000
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