Burgher, and Justin S. McCarty, by W. W. Overton, Jr.," were sent or delivered to the old stockholders. The amounts used for the stock payments were procured by a loan of $700,000 from Mercantile Bank to Overton, McCarty, and Burgher. The loan was secured by a promissory demand note in the amount of $700,000 dated January 22, payable to Mercantile Bank, and signed by Overton, McCarty, and Burgher; and by a separate collateral agreement of the same date signed by the same parties and pledging 4,000 shares of the Development Co. stock. Between January 21, and February 19, 1946, the remaining 165 outstanding shares were purchased and paid for by Overton, McCarty, and Burgher in the same manner as that described above for the 3,835 shares. The aggregate of checks drawn against their account in Texas Bank by Overton, McCarty, and Burgher was $700,000, consisting of $699,639.82 paid to the old stockholders and other former stockholders not parties to this proceeding, and $360.18 for Federal and state revenue stamps covering the stock transfers.

On January 1, 1946, a regular stockholders' meeting of the Development Co. was adjourned for lack of a quorum, and at Meador's direction the minutes contained blanks to be filled with the date of the next stockholders' meeting when Meador should decide to call such a meeting. On January 21, 1946, the adjourned meeting of January 1 was convened, and stockholders were stated to be present as follows:

All of the foregoing were elected directors at that meeting, and on the same day met, authorized notice of a special stockholders' meeting on February 23, 1946, to vote on the question of dissolving the Development Co., and elected officers as follows: Overton, president; McCarty, vice president; and Bishop, secretary and treasurer.

A special meeting of the board of directors of Texas Bank on Janmry 24, 1998, passed a resolution to call a spetál sucitoneré nessng for February 25, 1848, for the purpose of amending the bank'e articles of association with reference to amount of apital dock and mber of shares. "Capital Stock to be increased from $3.00 to $500000000, the umber of dare to be incraved from 1780, to 21000, the par mile to remain a 800 per kan" At the mize Reeting at Jatry it Upx the motion of Mr. Reed and the wuza * Ms. Mon. the namine reposed of K. K. Over die Jaa S. M.Carry, Jr. md Ballari Burger we unimed a seqsan for the parade of the butt MSHUL TUG VITATOL 10d test read more Sorenser of 1945 and was to be a farmed a di Jan 2721844" Pursat s and a vorabe ▼

its stockholders posals with Paul returned to the I Seays opposed t that the $700,00 Each of the abo had deposited w consideration, th However, no sum During 1945 president of Mer Bank, and a dir share. In the lat the advisability Thornton also di family.

On or about Ja all the members stock for $175 a s paring to acquire the Seays that th 1946, Meador and Overton, Burghe by the terms of v all stock in the provided that at before that date. tract at the purch of at least 80 per с The above contra purchasers, who d The contract was was signed first b signed on the same to all other stockh details of the stoc completed by those purchasers under th stock certificate, or c attached for delivery in trust, pending the By January 21, 19 were available for sale date individual checks

of the 3,835 shares, al

Date Lamer of Texas Bank was amended, and the plan of i ares at $45 per share, $150.000 of the proceed tompra, stock and $187,500 to surplus and/or undivided profit

A: a gecal stockholders' meeting of the Development Co. hel Formary, 14, all stockholders were stated to be present

Shares

1,444

1,277

1,277

1

1

The meeting unanimously adopted motions to dissolve the Develop Card appointing all directors thereof as "the trustees of th creditors and stockholders of this corporation," to "have full power to te the affairs, collect the debts, divide the monies and other prop the stockholders after paying the debts due and owing by at the time of dissolution, and in this connection tha Pret and Directors have the power and authority to sell and transfer a real and personal property belonging to said ~ maraton in the name of said corporation and exercise full powe sarporation over all such assets and properties." vaj bo mamy do best pursuant to a consent certificate of dissolu matematik per seat of the stockholders of the Development ~ of State of the State of Texas issued his formal fus hue of the Development Co.

meeting of the Investment Co. on February

pary's three directors, Overton, Me ased that the Investment Co. "purBg from the president and directors of the of which $500,000 was "to

Bars and the remaining $230,000 was to twa. Narvota" Life Insurance Co., hereinafter a ter lor's hen and deed of trust meeting Overton, as president, Frame & note for the $230,000 red that, upon receivwould convey it to Texas

ich will already

sides meeting of

that company's

a resolu

of the board

abore

On March 8, 1946, in exchange for a note executed by the Investment Co. in accordance with the above resolution, Great National issued its check for $230,000, payable to Overton, Burgher, McCarty, Bishop, and Atwell, president and directors of the Development Co. (dissolved), and as trustee for creditors and stockholders of that company. On the same day Texas Bank issued its credit memorandum for $500,000 to the same parties, who deposited to a checking account in their names as liquidating trustees in Texas Bank amounts aggregating $752,279.20, made up of the two items above, and $22,279.20 representing the Development Co.'s available cash on hand. On the same day checks aggregating $752,279.20 were drawn on the above account as follows: To Mercantile Bank for $701,750, in payment of the $700,000 loan made by Overton, McCarty, and Burgher to effect the Development Co. stock purchase described above, with interest; and to Texas Bank for $50,529.20, in payment of the balance due on an installment note for $62,500, dated May 1, 1945, payable to Texas Bank, and executed by the Development Co. "By Harry Meador, President." On or about March 8, 1946, stock certificates covering the 4,000 shares of the Development Co., which had been pledged to secure the $700,000 loan from Merchantile Bank, were marked "Cancelled" and were pasted in the stock book records of the Development Co. At the time these proceedings were heard, the Investment Co. was still in existence, its note to Great National had not been paid, and its operations as lessor of 75 front feet of real estate situated adjacent to Texas Bank Building and acquired in March or April 1946, resulted in annual gross income of about $25,000.

On March 8, 1946, the Development Co. (dissolved), by Overton, Burgher, McCarty, Atwell, and Bishop, as president and directors and individually as grantors, executed a deed conveying Texas Bank Building and other assets of the dissolved Development Co. to the Investment Co. That deed recited a consideration of $730,000, "of which Five Hundred Thousand ($500,000.00) Dollars is paid in cash, the receipt of which is hereby acknowledged, and the balance of Two Hundred and Thirty Thousand ($230,000.00) Dollars is paid and secured to be paid and is payable hereafter according to a vendor's lien note of even date herewith signed by Dallas Downtown Investment Co., a Texas corporation, and payable to Great National Life Insurance Company of Dallas, Texas." It was further "expressly greed and stipulated that the vendor's lien is retained against the ove described property, premises and improvements, until the above cribed note and all interest thereon is fully paid." On March 8, 1946, the Investment Co., by Overton, president, ited a deed conveying to Texas Bank the Texas Bank Building ther assets received the same day under conveyance from the pment Co. described above. The deed from the Investment

623-50- -9

tion, the charter of Texas Bank was amended, and the plan of increase, to sell 7,500 shares at $45 per share, $150,000 of the proceeds to go to capital stock and $187,500 to surplus and/or undivided profits, was carried out.

At a special stockholders' meeting of the Development Co. held February 23, 1946, all stockholders were stated to be present as follows:

The meeting unanimously adopted motions to dissolve the Development Co. and appointing all directors thereof as "the trustees of the creditors and stockholders of this corporation," to "have full power to settle the affairs, collect the debts, divide the monies and other properties among the stockholders after paying the debts due and owing by said corporation at the time of dissolution, and in this connection that said President and Directors have the power and authority to sell, convey and transfer all real and personal property belonging to said corporation in the name of said corporation and exercise full power and authority of said corporation over all such assets and properties.'

On February 26, 1946, pursuant to a consent certificate of dissolution executed by 100 per cent of the stockholders of the Development Co., the Secretary of State of the State of Texas issued his formal consent certificate of dissolution of the Development Co.

At a special directors' meeting of the Investment Co. on February 28, 1946, attended by that company's three directors, Overton, McCarty, and Burgher, it was resolved that the Investment Co. "purchase" Texas Bank Building from the president and directors of the Development Co. (dissolved) for $730,000, of which $500,000 was "to be advanced by the Texas Bank" and the remaining $230,000 was to be borrowed from the Great National Life Insurance Co., hereinafter called Great National, "secured by a vendor's lien and deed of trust lien on said property." At the same meeting Overton, as president, was authorized to execute in the company's name a note for the $230,000 payable to Great National. It was further resolved that, upon receiving the property, the Investment Co. in turn would convey it to Texas Bank, for a recited consideration of $500,000, "which will already have been paid by said Bank." At a special stockholders' meeting of the Investment Co. on February 28, 1946, attended by that company's three record stockholders, Overton, McCarty, and Burgher, a resolution was adopted confirming and ratifying all actions of the board. of directors taken at the meeting on the same day and described above..

On March 8, 1946, in exchange for a note executed by the Investment Co. in accordance with the above resolution, Great National issued its check for $230,000, payable to Overton, Burgher, McCarty, Bishop, and Atwell, president and directors of the Development Co. (dissolved), and as trustee for creditors and stockholders of that company. On the same day Texas Bank issued its credit memorandum for $500,000 to the same parties, who deposited to a checking account in their names as liquidating trustees in Texas Bank amounts aggregating $752,279.20, made up of the two items above, and $22,279.20 representing the Development Co.'s available cash on hand. On the same day checks aggregating $752,279.20 were drawn on the above account as follows: To Mercantile Bank for $701,750, in payment of the $700,000 loan made by Overton, McCarty, and Burgher to effect the Development Co. stock purchase described above, with interest; and to Texas Bank for $50,529.20, in payment of the balance due on an installment note for $62,500, dated May 1, 1945, payable to Texas Bank, and executed by the Development Co. "By Harry Meador, President." On or about March 8, 1946, stock certificates covering the 4,000 shares of the Development Co., which had been pledged to secure the $700,000 loan from Merchantile Bank, were marked "Cancelled" and were pasted in the stock book records of the Development Co. At the time these proceedings were heard, the Investment Co. was still in existence, its note to Great National had not been paid, and its operations as lessor of 75 front feet of real estate situated adjacent to Texas Bank Building and acquired in March or April 1946, resulted in annual gross income of about $25,000.

On March 8, 1946, the Development Co. (dissolved), by Overton, Burgher, McCarty, Atwell, and Bishop, as president and directors and individually as grantors, executed a deed conveying Texas Bank Building and other assets of the dissolved Development Co. to the Investment Co. That deed recited a consideration of $730,000, "of which Five Hundred Thousand ($500,000.00) Dollars is paid in cash, the receipt of which is hereby acknowledged, and the balance of Two Hundred and Thirty Thousand ($230,000.00) Dollars is paid and secured to be paid and is payable hereafter according to a vendor's lien note of even date herewith signed by Dallas Downtown Investment Co., a Texas corporation, and payable to Great National Life Insurance Company of Dallas, Texas." It was further "expressly agreed and stipulated that the vendor's lien is retained against the above described property, premises and improvements, until the above described note and all interest thereon is fully paid."

On March 8, 1946, the Investment Co., by Overton, president, executed a deed conveying to Texas Bank the Texas Bank Building and other assets received the same day under conveyance from the Development Co. described above. The deed from the Investment