Mark J. Steel and Connie J. Steel - Page 15




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          additional consideration.  On February 1, 1996, Bochica filed an            
          affidavit with the State of Washington which was signed by Mr.              
          Steel as a general partner of Bochica.  That document describes             
          the acquisition of the BFI stock as follows:                                
                    The purchase price of the shares will be Nine                     
               Million Dollars ($9,000,000), subject to adjustment to                 
               reflect the amount of the Company’s Net Liability and                  
               the Company’s Net Deferred Taxes, as those terms are                   
               defined in the Stock Purchase Agreement, as shown by                   
               post-closing audited financial statements.  In                         
               addition, Norway Seafoods AS will enter into                           
               noncompetition agreements with two of the partners of                  
               BOCHICA Partners.  The consideration for the                           
               noncompetition agreements will be Three Million Dollars                
               ($3,000,000).                                                          
          No other consideration is cited in that document.  In an                    
          agreement dated June 20, 1996, a final purchase price was                   
          established after adjustments were made under paragraph 2.3 of              
          the stock sale agreement.  That document states:                            
                    2.1  Adjustment to Purchase Price.  The parties                   
               agree that in lieu of any purchase price adjustments                   
               pursuant to Section 2.3 of the Stock Purchase Agreement                
               the purchase price of Nine Million Dollars                             
               ($9,000,000.00) will be increased to $9,325,000.00, and                
               will not be further adjusted.                                          
                    2.2  Payment of Escrow Funds.  Within 24 hours of                 
               the execution of this Agreement by the Parties,                        
               Purchaser will sign escrow instructions directing the                  
               Escrow Agent to disburse to BOCHICA Partners the funds                 
               in the Escrow Account established pursuant to                          
               subsection 2.2.2 of the Stock Purchase Agreement.                      
                    2.3  Payment of Purchase Price Adjustment.  Within                
               five business days of the execution of this Agreement                  
               by the Parties, Purchaser will pay BOCHICA Partners                    
               $325,000.00.                                                           
          The record in this case shows that the only consideration coming            





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