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holders of Young agreed that, instead of Waggener's paying
$54,000 in cash for all of Young's assets, which was to be dis-
tributed to the stockholders of Young upon its dissolution, those
stockholders would receive from Waggener "as their 'distributive
shares of said amount of cash' the common stock of the Waggener
Paint & Glass Company in the ratio of one and one-fifth shares of
the common stock of the Waggener Paint & Glass Company for each
share of stock in the Young Bros. Wall Paper & Paint Company."
Pursuant to the foregoing agreement of the Young stockholders,
Waggener acquired all of the assets of Young, and the stock-
holders of Young received for each share of Young stock held one
and one-fifth shares of Waggener stock. Id. Waggener also
received Young stock, but Young was not immediately dissolved, as
provided for in the Young stockholders' resolution. Instead, the
Young charter was permitted to be forfeited by the State of
Kansas in the year following the foregoing transaction. The only
reason for continuing the existence of Young, instead of dissol-
ving it after all of its assets were transferred to Waggener, was
to ensure the continuance of a lease during negotiations to as-
sign that lease. Id. at 431-432.
According to the U.S. Court of Appeals for the Eighth Cir-
cuit (Court of Appeals for the Eighth Circuit), the trial court
had found that although all of the assets of Young were trans-
ferred to Waggener in consideration of the issuance by Waggener
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