Joseph D. & Elizabeth M. Dunne - Page 4
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remained in that position at all relevant times. Mr. Dunne and
Mr. Marcus were also coguarantors of a $4 million line of credit
from FRC’s bank that was set up in connection with a particular
contract that FRC had to provide halon to the Government (the
FRC did not hold any formal shareholder or board of
directors meetings during any relevant period. Before 1997 Mr.
Dunne was living in North Carolina, and he flew to FRC’s office
in Holland, Ohio, every 1 or 2 months. Mr. Dunne exercised only
limited managerial control over FRC at that time.
Problems Between Mr. Dunne and Mr. Marcus
Mr. Dunne and Mr. Marcus began to have disagreements about
the operation of FRC in 1995. They discussed possible buyout
arrangements--some where Mr. Marcus would buy Mr. Dunne’s shares
and some where the reverse was true.
On August 1, 1996, Mr. Dunne and Mr. Marcus met at the
Inverness Country Club. At this meeting, Mr. Dunne agreed
informally to sell Mr. Marcus or FRC his FRC stock on an
unspecified later date, but they anticipated the sale would occur
by December 31, 1996 (the Inverness agreement). The price was to
be based upon an independent valuation of FRC. Mr. Dunne agreed
that Mr. Marcus could conduct the business of FRC as he wished.
Mr. Dunne and Mr. Marcus did not make a binding agreement or sign
a contract at this time, and no sale occurred in 1996.
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Last modified: March 27, 2008