Charles B. and Teresa A. Thompson, et al. - Page 9

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          had owned a distributorship called Reliable Beauty Supply and a             
          manufacturer's representative business called Robert Beaurline              
          and Associates.  After joining State Supply, Beaurline was                  
          involved in marketing, including implementing a monthly marketing           
          publication and an aggressive trade show presence.  He had strong           
          personal relationships with the customers, vendors, and major               
          suppliers.  Beaurline had sufficient money to go into competition           
          with State Supply after the sale of his stock to Group One.                 
               Before the sale of State Supply, if a customer had a serious           
          problem, the customer would call Beaurline or Holliday.  Both               
          Beaurline and Holliday had just bought new houses in the Tulsa              
          The Acquisition Loan                                                        
               Group One submitted a loan proposal to the bank.  The bank             
          made the acquisition loan in October 1987.                                  
               Steve Kieffner, the vice president in charge of new business           
          development at the bank in 1987, was involved in underwriting the           
          acquisition loan.  As a condition of the acquisition loan, the              
          bank required that Beaurline and Holliday execute noncompete                
          agreements with State Supply.  On September 29, 1987, the bank              
          prepared an internal credit memorandum which analyzed the                   
          proposed financing and evaluated the solvency of State Supply               
          after the sale.                                                             
          The Noncompete and Employment Agreements                                    
               Von Allmen personally invested $300,000 in cash and Olson              
          personally invested $200,000 in cash in the acquisition of State            

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