- 4 -
$800,000, respectively. Meyer was a particularly effective
businessman and was well regarded as a customs broker.
In late 1989, representatives of petitioner and C.H.
Robinson International, Inc. (International), a wholly owned
subsidiary of petitioner, initiated negotiations with Meyer for
acquisition by International of certain assets of MCB (the assets
of MCB), including the goodwill, customer lists, and trade names,
but excluding certain assets, principally cash and accounts
receivable.
As summarized in the schedule below, an offer and several
counteroffers were made by Meyer individually and as
representative of MCB, and by representatives of petitioner and
International relating to the amount of cash and stock
consideration to be paid to MCB for the assets of MCB and
relating to amounts to be paid to Meyer under a 3-year covenant
not to compete and a contingent salary bonus agreement:
Under Under
Consideration to MCB's Offer International's
be Paid to MCB to Sell Counteroffer to
and Meyer as of 8/16/89 Purchase of 11/28/89
Cash $2,000,000 $1,500,000
Stock in petitioner 1,000,000 0
Promissory note 500,000 0
Salary bonus over 3 years 0 750,000
Covenant not to compete 0 750,000
Total amount to be paid
to MCB and to Meyer $3,500,000 $3,000,000
After receiving tax advice, in early January of 1990,
representatives of petitioner and of International revised
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