Herbert V. Kohler, Jr., et al. - Page 11

                                        -11-                                          
          with new classes of shares that had various voting rights and               
          dividend preferences.  For each old share, family shareholders              
          had the right to receive either $52,700 in cash or one share of             
          voting common stock (which had one vote per share), 244 shares of           
          series A nonvoting common stock, and 5 shares of series B                   
          nonvoting common stock (which carried the right to an additional            
          cumulative cash dividend4 of $15 per share for each of 20 years             
          following the reorganization).  Nonfamily shareholders could not            
          elect to accept new shares.  Instead, they were required to                 
          either accept the $52,700 per old share cash out price or to                
          exercise dissenter’s rights.                                                
               All of the new shares of Kohler stock were subject to                  
          transfer restrictions and a purchase option to ensure that family           
          shareholders would continue to own all of the shares of Kohler.             
          The reorganization qualified as a tax-free reorganization under             
          section 368(a).                                                             
               Certain nonfamily shareholders exercised their dissenters’             
          rights in the reorganization and litigated with Kohler to achieve           
          a higher price for their shares.  Some of these shareholders also           
          claimed that Kohler management breached their fiduciary duties.             
          Kohler ultimately settled with these shareholders for varying               


               4An additional cumulative cash dividend is a dividend paid             
          in addition to the dividends periodically declared and paid to              
          all shareholders.  If the additional dividend is not declared and           
          paid when due, the arrears accumulate.                                      





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