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per share. The price exceeded the shares' book value. The
shares were sold under purchase agreements made from 1967 to
1975. Helen Schwab was the widow of a former director of
Scottsbluff National Bank. Shortly after Kosman, Inc., bought
these shares of stock, it resold 400 of them to Ann Burkholder's
family for $465 per share. Ann Burkholder is the sister of H.H.
Kosman. Kosman, Inc., sold the 400 shares to the Burkholder
family because it did not have enough cash to pay for the 1,140
shares it was buying from Helen Schwab.
15. First Commerce Bancshares, Inc.
The following findings of fact relate to First Commerce
Bancshares, Inc. (First Commerce), a publicly traded Nebraska
bank both parties considered as comparable to Scottsbluff
National Bank and Western National Bank.
First Commerce is a bank holding company that operates banks
throughout Nebraska. In 1985 and 1986, its banking operations
were unprofitable. However, it had a net profit for 1985 and
1986 in part because it terminated an employee pension plan and
it had securities gains.
First Commerce was formed in 1985 by consolidating six bank
holding companies, each of which owned one bank. One family
owned a majority of the stock of each of the holding companies.
The transactions under which the six bank holding companies were
consolidated into First Commerce were not at arm's-length.
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