- 8 -
Fourth, Norwest issued a press release announcing that it
had agreed with DBTC to acquire DBTC. The release, quoting V.O.
Figge, stated in part:
After extensive deliberations, the Board [of DBTC] has
determined that it is in the best interests of
Davenport Bank and its stockholders, customers,
employees, and the community it serves, to become part
of a larger and more diversified financial institution
that offers local, national and international resources
through what might be termed a personal hometown
presence * * *
* * * * * * *
It is for these reasons that the board has given
careful consideration to a merger with an organization
that competes aggressively on a regional and national
basis, and can provide the Quad-Cities with a broader
array of banking products and services.
Following the signing of the agreement, Norwest commenced a
due diligence review on DBTC and on DBTC's business activities.
DBTC employees and L&W helped Norwest perform the review, which
lasted throughout August. L&W primarily acted as the contact for
both Norwest and DBTC.
On or about August 29, 1991, Norwest applied to the OCC for
approval to consolidate DBTC and BBNA. At or about the same
time, a prospectus was filed with the Securities and Exchange
Commission (SEC) for the issuance to DBTC shareholders of up to
10 million shares of Norwest common stock upon the consummation
of the transaction. The prospectus also served as the proxy
statement for a special meeting (special meeting) of DBTC's
shareholders to be held on November 26, 1991, for the purpose of
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