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and decedent had not previously discussed a control-breaking
transfer such as this one; some years earlier, when Mark had
suggested estate planning to decedent, decedent had not expressed
any interest.
Although there was no active market for Peoples shares,
after Mark became president he occasionally received informal
purchase inquiries from representatives of other banks in the
area. Peoples did not receive any purchase inquiries from
business brokers or investment banking firms.
There was not much of a market for Peoples stock, and shares
could not always be sold. For example, sometime prior to Mark's
becoming president of Peoples in August 1991, Mark and decedent
received telephone solicitation from a representative of
Hilliard-Lyons, a Louisville investment banking firm, about
purchasing shares from Charlotte Marsh. Mark and decedent both
declined. The same shares were still available for purchase in
1993 and again in 1996 or 1997, when Mark was personally
solicited by the son of Mrs. Marsh.
c. Dividend Payments
The board did not declare any dividends between 1984 and
1995. During this time period, Mrs. Hendrickson and her attorney
made a demand for dividend payments at an annual shareholders'
meeting. Mrs. Hendrickson had received her approximately 20-
percent interest in Peoples from decedent as part of her divorce
property settlement. The board apparently took no action on her
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