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hired attorneys to continue the negotiations. The negotiations
turned acrimonious and resulted in a series of offers and
counteroffers.
On January 15, 1993, Haas and Petrie signed a contract
under which Haas agreed to make certain payments to DPH in return
for which accounting services relating to approximately
180 clients of DPH were to be turned over to a new corporation to
be owned by Haas. In prior years, the accounting services
performed by DPH for the 180 clients produced for DPH
approximately $600,000 in annual gross receipts.
To effect this agreement, on January 25, 1993, Haas &
Associates, a new subsidiary of DPH, was formed, and on
February 25, 1993, the name of DPH was changed to Dean & Petrie
(DP).1 In a March 5, 1993, separation agreement between Haas,
Petrie, and DP, the division between Haas and Petrie of the DP
accounting firm was formalized. As a first step in the
transaction, Haas received an additional 8.26 percent of the
outstanding shares of DP stock, bringing Haas’ total stock
interest in DP to 18.26 percent.
Haas’ 18.26-percent stock interest in DP was then redeemed
by DP, and all of the shares of stock in Haas & Associates was
transferred to Haas. The files relating to the 180 former
clients of DPH were transferred to Haas. DP and Petrie
1
Hereinafter, we generally use DP to refer to DPH and to DP.
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