-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, p+bDx0dqlXq981xdzORF3jc+z+OZGjdOp5lJQ2uvb+yD1u9PUZcwlmT2t2TDpAeI S+4IRzelZUrOjr6COQNYHg== 0000912057-94-001031.txt : 19940325 0000912057-94-001031.hdr.sgml : 19940325 ACCESSION NUMBER: 0000912057-94-001031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940309 ITEM INFORMATION: 1 ITEM INFORMATION: 7 FILED AS OF DATE: 19940324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL DAIRY QUEEN INC CENTRAL INDEX KEY: 0000051207 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 410852869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 000-06116 FILM NUMBER: 94517689 BUSINESS ADDRESS: STREET 1: 7505 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439-0286 BUSINESS PHONE: 6128300200 MAIL ADDRESS: STREET 1: PO BOX 39286 CITY: MINNEAPOLIS STATE: MN ZIP: 55439-0286 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 9, 1994 ------------- INTERNATIONAL DAIRY QUEEN, INC. ------------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 0-6116 41-0852869 ------ ---------- (Commission File Number) (IRS Employer Identification No.) 7505 Metro Boulevard, Minneapolis, Minnesota 55439 - -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 830-0300 -------------- N/A --- (Former name or former address, if changed since last report) Item 1. CHANGES IN CONTROL OF REGISTRANT. On March 9, 1994, the families of John W. and Jane N. Mooty and the family of Rudy Luther entered into an agreement pursuant to which members of the Mooty families agreed not to sell or otherwise transfer any of their shares of Class B Common Stock ("Class B Stock") of the Registrant without first offering such stock to the Luther family and the Luther family agreed not to sell or otherwise transfer any of their shares of the Class B Stock without first offering such stock to the Mooty families. The members of the Mooty families who are parties to the agreement own approximately 2,530,000 shares of Class B Stock and the members of the Luther family who are parties to the agreement own approximately 2,310,000 shares of the Class B Stock. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements: None. (c) Exhibits: (1) Agreement dated March 9, 1994 by and among the families of John W. and Jane N. Mooty and the family of Rudy Luther. 0261A -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized. Dated: March 24, 1994 INTERNATIONAL DAIRY QUEEN, INC. By /s/ Michael P. Sullivan --------------------------- Michael P. Sullivan President 0261A -3- AGREEMENT At the present time the parties to this Agreement are the owners of more than fifty percent (50%) of the issued and outstanding Class B shares of International Dairy Queen, Inc. (herein referred to as "Dairy Queen"). The beneficial interest of all of such shares is either owned by Rudy Luther and his issue or John W. and Jane N. Mooty and their issue. For convenience, the family groups will be referred to below as "Rudy's Family" and as "John and Jane's Family". It is the desire of the two families that they enter into this Agreement in order to ensure that no share of Class B common stock of Dairy Queen will be sold, caused to be redeemed or otherwise transferred except in accordance with the terms of this Agreement. Accordingly, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. None of the undersigned parties who are members of John and Jane's Family will sell, cause to be redeemed or otherwise transfer any share of Class B common stock of Dairy Queen except to a member of John and Jane's Family who is a party to this Agreement or who subsequently agrees to be bound by the terms of this Agreement unless such shares shall be first offered to Rudy's Family as provided herein. 2. None of the undersigned parties who are members of Rudy's Family will sell, cause to be redeemed or otherwise transfer any share of Class B common stock of Dairy Queen except to a member of Rudy's Family who is a party to this Agreement or who subsequently agrees to be bound by the terms of this Agreement unless such shares shall be first offered to John and Jane's Family as provided herein. 3. The Family to which the shares are offered under paragraph 1 or 2 hereof shall have the option to either (1) exchange one share of Class A common for the share of Class B common being offered or (2) to pay for the Class B share being offered a cash price equal to the mean between the bid and the asked price for the Class B shares on the day on which the shares are offered as reported in the Wall Street Journal on the following day. 4. When any party decides he or she desires to sell, cause to be redeemed or transfer a share of Class B common stock of Dairy Queen to other than a qualified member of the same Family, the person desiring to sell, cause to be redeemed or transfer shall by written notice notify the Designated Person in the other Family of such desire and the Designated Person receiving the notice shall within five (5) days of the receipt of the notice, advise the notifying party in writing that the Family of the designee either (a) desires to acquire all of the -2- shares sought to be transferred by an exchange for Class A shares of Dairy Queen; or (b) desires to acquire all of the shares by cash payment; or (c) desires to acquire part of the shares by a combination of the exchange for Class A shares and cash; or (d) has no desire to purchase or exchange for the shares proposed to be transferred. In the event that no written response is furnished to the party offering to transfer shares within the five (5) day period, it will be deemed that the Family receiving the notice has no desire to acquire the shares. In the event that option (a), (b), or (c) above is exercised, the exercising party shall tender any Class A shares to be tendered or any cash to be paid within ten (10) days of the exercise of such option. 5. The parties to this Agreement recognize that at certain times the Class A shares have sold for a price that is greater than the price at which the Class B shares were then trading and that at times the Class B shares have sold for a price that is greater than the price at which the Class A shares were trading but it is the desire of the parties that in the event shares of Class A are exchanged for Class B pursuant to the terms of this Agreemnt that any differential will be disregarded and the shares will be exchanged on a one-for-one basis. -3- 6. The Designated Person for Rudy's Family shall be Rudy Luther until such time as Rudy's Family shall name another Designated Person and the Designated Person for John and Jane's Family shall be John Mooty until John and Jane's Family shall name another Designated Person. 7. Each party to this Agreement owns the number of Class B shares set forth opposite that party's name below. 8. This Agreement shall remain in force for ten (10) years unless terminated sooner by mutual consent. Dated this 9th day of March , 1994. ------- --------------------- Number of Party Class B Shares - ----- -------------- /s/ Rudy Luther 1,631,850 - ------------------------------------ Rudy Luther Michael P. Sullivan, Trustee of the Rudy Luther Trust U/A dated December 20, 1976 f/b/o R. Dan Luther /s/ Michael P. Sullivan 275,000 - ------------------------------------ Michael P. Sullivan Trustee. Michael P. Sullivan, Trustee of the Rudy Luther Trust U/A dated December 20, 1976 f/b/o Charles David Luther /s/ Michael P. Sullivan 275,000 - ------------------------------------ Michael P. Sullivan Trustee. /s/ Charles David Luther 65,000 - ------------------------------------ Charles David Luther /s/ R. Dan Luther 65,581 - ------------------------------------ R. Dan Luther -4- /s/ John W. Mooty 864,071 - ------------------------------------ John W. Mooty John W. Mooty, Trustee of the GPMM&B/ JWM Retirement Trust U/A dated April 1, 1987. /s/ John W. Mooty 9,543 - ------------------------------------ John W. Mooty Trustee. /s/ Jane N. Mooty 571,336 - ------------------------------------ Jane N. Mooty /s/ Barbara L. Glaser 402,668 - ------------------------------------ Barbara L. Glaser /s/ Kenneth C. Glaser 259,718 - ------------------------------------ Kenneth C. Glaser /s/ David N. Mooty 139,452 - ------------------------------------ David N. Mooty /s/ Bruce W. Mooty 141,052 - ------------------------------------ Bruce W. Mooty /s/ Charles W. Mooty 141,600 - ------------------------------------ Charles W. Mooty 6671E -5- -----END PRIVACY-ENHANCED MESSAGE-----