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share. The agreement provided for periodic reevaluation of the
stock price, and the price per share was, in fact, modified on
several occasions. The final modification was executed on June
29, 1977, and increased the purchase price to $300 per share.
CamVic, the majority shareholder, was not a party to the
agreement.
On September 29, 1978, Messrs. Westerhaus and Klawitter sold
their shares to CamRon for a price of $517.24 per share, which
was in excess of the purchase price set forth in the modified
agreement. Following the sale, CamVic held 610 shares of CamRon,
and Edwin Fay held 100 shares. On June 30, 1982, CamVic sold to
Edwin Fay 43 shares of CamRon stock for $517.25 per share.
Following the sale, CamVic held 567 shares of CamRon (79.86
percent), and Edwin Fay held 143 shares (20.14 percent). On this
same date, CamRon and Edwin Fay entered into an agreement whereby
Edwin Fay agreed that if he desired to sell his shares, he would
offer them first to CamRon and/or the other shareholders.
B. Ferguson Enterprises, Inc.
Ferguson Enterprises, Inc. (Ferguson), was incorporated on
September 12, 1967. Upon incorporation, its stock was held as
follows:
Shareholder No. of Shares
Edwin Fay 2
Joseph Westerhaus 3
Joseph Klawitter 3
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