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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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