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Under the amended proposal (March 1996 proposal), V. Eihusen
would transfer all of his stock in petitioner, either owned
directly or indirectly through the ESOP, to petitioner, R.
Eihusen, or an entity controlled by R. Eihusen, and would
withdraw any claim against petitioner, its directors, and its
officers. V. Eihusen would also immediately place 30,000 of
those shares in an escrow account and would agree to forfeit
those shares to R. Eihusen if V. Eihusen breached any of the
agreed-upon terms.
Petitioner, in turn, would under the March 1996 proposal
agree to forgive a judgment (Hall County judgment) that it had
received against V. Eihusen;1 pay V. Eihusen $100 per share for
359,828 shares of stock in petitioner that he owned directly and
8,757.706 shares of stock in petitioner that he owned indirectly
through the ESOP; pay V. Eihusen $86.09 per share for 4,219
restricted shares of stock in petitioner; convey to V. Eihusen a
fee simple ownership, free of liens, of real property known as
the Indian Head Golf Club, certain real estate adjacent to it,
and all related personal property necessary to operate that
business;2 and indemnify V. Eihusen under certain circumstances,
1 This judgment arose from V. Eihusen’s obligation with
respect to a mid-1980s loan made by petitioner to a partnership,
in which V. Eihusen was a partner. The judgment amounted to
$1,386,951 including interest, as of June 28, 1996.
2 The parties stipulated that the value of the Indian Head
(continued...)
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