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be subject to the same terms and conditions as the shares owned
by decedent and Mr. Jennings.2
With respect to transfers at death, the 1981 Agreement in a
section entitled “Purchase Upon Death” required that a
shareholder’s estate sell and BCC buy the shareholder’s stock at
an established price. The purchase price initially set in the
1981 Agreement was $3,300 per share, described as book value.
The 1981 Agreement provided that BCC and the shareholders were to
redetermine the per-share purchase price annually on August 1,
but no such redetermination was ever done. In the absence of any
redetermination, the 1981 Agreement provided that the per-share
purchase price would be equal to BCC’s book value at the fiscal
yearend immediately preceding the deceased shareholder’s death.
The 1981 Agreement provided that it would be governed by
Georgia law, and it expressly set forth the manner in which it
could be modified: “Modification–-No change or modification of
2 Elsewhere, the 1981 Agreement set forth an endorsement,
required to be placed on BCC’s stock certificates, that cross-
referenced the 1981 Agreement and its restrictions on
transferability. The endorsement further stated that the
restrictions “provide, among other things, that such shares must
first be offered for sale to the Company and the other
Shareholders before they may be offered or sold to any other
person.” The only two stock certificates in the record, issued
in 1996, do not contain the foregoing endorsement, however.
There were apparently other restrictions on the transfer of
the BCC stock that are not in the record. The aforementioned
stock certificates issued in 1996 refer to a letter agreement
dated Jan. 16, 1996, that is not in the record.
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Last modified: May 25, 2011