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competing in the Quad Cities area. DBTC's management was
concerned that banks of DBTC's size (i.e., larger than the small
community banks and smaller than the large regional banks) would
be unable to compete in the future.
During 1990, Norwest began talking to DBTC about joining
their businesses, and these discussions intensified in early
1991.2 DBTC retained the law firm of Lane & Waterman (L&W) to
assist it in these discussions. L&W investigated whether DBTC
would strategically fit with Norwest and its affiliates, and
whether a reorganization between DBTC and Norwest would be good
for the community.
On June 10, 1991, DBTC's board of directors met to consider
merging DBTC into Norwest. Over V.O. Figge's objection to the
merger, the board authorized John K. Figge, James K. Figge, and
Thomas K. Figge, in their capacities as executive officers, to
negotiate with Norwest and to hire legal and other
representatives with the intent to recommend to DBTC's board a
letter of intent between DBTC and Norwest on a plan of
reorganization. The board also appointed an ad hoc committee
(special committee) consisting of four outside directors to
perform an independent due diligence review, to obtain
professional advice, and to report to DBTC's board as to the
2 Except for the discussions set forth herein, DBTC never
discussed joining its business with that of any other entity.
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