- 5 -
legal representation. On March 14, 1991, William Becker hired an
attorney, Frank J. Reif (Mr. Reif). Mr. Reif read the agreement
drafted by Mr. Neill, did not suggest any changes, and advised
William Becker to sign the document.
On March 15, 1991, BHC and William Becker entered into an
agreement (redemption agreement), which stated in part:
NOW, THEREFORE, in consideration of the mutual promises
and covenants hereinafter set forth, it is agreed by
and between R. WILLIAM BECKER as Seller and BECKER
HOLDING CORPORATION as Buyer as follows:
1. PRICE: Seller will sell and Buyer will
purchase Seller’s entire common stock[5] of BECKER
HOLDING CORPORATION consisting of 1,000 shares of
$1.00 par at and for a purchase price of Twenty-
three Million Nine Hundred Fifty-Three Thousand
Nine Hundred Thirty-four Dollars ($23,953,934.00),
together with interest at the rate of 10% per
annum on the unpaid balance, the same to be
payable: * * *
2. CLOSING AND TERMS: The closing of this
transaction shall occur on April 1, 1991, at which
time Buyer will pay to Seller the down payment of
$5,000,000 and will execute and deliver a
promissory note for the balance of the purchase
price payable as set forth above. The promissory
note shall be secured by a pledge of the Seller’s
common stock.
3. TERMINATION: Seller’s employment with
Buyer was terminated as of February 22, 1991, and
Seller’s authority to act on behalf of the
corporation terminated as of that date. Seller
shall be entitled to salary accruing to February
22, 1991. Seller has vacated his personal office
at Buyer’s headquarters and represents and
5 William Becker also owned shares of preferred stock which
were included in the sale. There is no dispute that all BHC
stock he owned, or had a beneficial interest in, was redeemed.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011