The defendants are the Pension Plan, the Corporation, which is a Pennsylvania Corporation, and Michael Baker III, Chairman and Chief Executive Officer of the Corporation. The business of the Corporation is consulting and civil engineering design services.
By a letter agreement prepared by company counsel at Mr. Baker's request, the purchase of 250,000 shares of the common stock of the Corporation was arranged. The seller was John C. Clark, a Canadian, who either owned in his own right, or represented owners holding the 250,000 shares.
The Agreement provided in part that "we, on behalf of Michael Baker Corporation, Michael Baker Corporation Pension Trust and Michael Baker III make the following offer . . ." (Plaintiff's Exhibit 6). The letter then went on to outline the terms of the purchase. It was signed by James H. Hardie, counsel for Mr. Baker and the Corporation.
The letter was dated February 14, 1983. The closing was to be February 24, 1983, but was moved back to March 8, 1983 because of this legal action.
The Agreement provided for an immediate purchase on February 24 of 11,230 shares at $9.00 per share as follows:
Purchaser Shares to be Purchased Purchase Price
Corporation 12,900 $ 116,110
Pension Plan 62,330 560,970
Mr. Baker 36,000 324,000
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