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voting on the transaction. The SEC approved the proxy statement,
and it became effective on October 23, 1991. On the effective
date, DBTC notified its shareholders of the special meeting,
advised them that its board recommended voting in favor of the
transaction, and mailed them a copy of the proxy statement.
On November 20, 1991, BBNA's board called a special
shareholder meeting for December 19, 1991, for the purpose of
voting on the transaction.
At the special meeting on November 26, 1991, DBTC's
shareholders approved the transaction. Approximately 3 weeks
later, BBNA's shareholders approved the transaction.
On or about January 29, 1992, the OCC approved DBTC's
consolidation with BBNA, effective January 19, 1992. Shortly
before the approval, DBTC and BBNA had entered into an agreement
providing that the transaction would be effective as of 12:01
a.m. on the date that it was approved by the OCC. Thus, on
January 19, 1992, the transaction became effective. Among other
things, (1) DBTC and BBNA were merged to form a consolidated
national banking association under BBNA's charter and under the
name "Davenport Bank and Trust Company"3 and (2) New Davenport
became a wholly owned subsidiary of Norwest, Norwest exchanging
3 Pursuant to 12 U.S.C. sec. 215 (1994), the statutory
provision under which the consolidation took place, the
identities of DBTC and BBNA continued in New Davenport. See also
DeFoe v. Board of Pub. Instruction, 132 F.2d 971 (5th Cir. 1943);
Cannon v. Dixon, 115 F.2d 913 (4th Cir. 1940).
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