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IN RE FIRST WOBURN BANCORP Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 13,725, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, State: DE Delaware, UniqueCaseRef: DE>CC>00013725, Receiver, Irs, Closing Agreement, Tax, Foley, Fees, Hoag, First Woburn, Expenses, Existence, Request, Pursuant, Bank, Distribution, Stockholders, Tax Liability, Petition, Securities, Appointing, Joint Committee, Extend, Pfeiffer, Dissolution, Authorizing, Assets, Exhibit, Obtaining, Hereto , ContentID: 120241065

Case Documents
1 1999-08-02 PETITION TO EXTEND EXISTENCE
[ see first page and extracted highlights below  ] ItemID: 103573
12 pages
PDF
Total Documents: 1 document , 12 pages
Price: $ 19.95


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1 . PETITION TO EXTEND EXISTENCE

EXTRACTED KEY WORDS
IRS
CLOSING AGREEMENT
COURT
TAX
FOLEY
FEES
HOAG
FIRST WOBURN
EXPENSES
EXISTENCE
REQUEST
PURSUANT
BANK
DISTRIBUTION
STOCKHOLDERS
TAX LIABILITY
COUNSEL
PETITION
SECURITIES
APPOINTING
JOINT COMMITTEE
EXTEND
PFEIFFER
DISSOLUTION
AUTHORIZING
ASSETS
EXHIBIT
OBTAINING
HERETO
                 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                              IN ASD FOR NEW C.ASTLE  COUNTY


IN THE RIATTER OF                              >>     C.A. No. 13725
FIRST WOBURN BANCORP. INC.                     >


        PETITION TO EXTEND EXISTENCE OF FIRST WOBURN BANCORP m
                   AND REQUEST FOR PAYMENT OF ATTORNEYS' FEES_

        Gordon A. Pfeiffer, Receiver for First Woburn Bancorp, Inc., a dissolved Delaware

corporation ("First Woburn" or the "Company"), respectfully petitions this Court, pursuant to  8&

C. $
-,  278. to extend the existence of the Company for an additional nine months and, pursuant to

Chancery Court Rule 163. to authorize the payment of the Company's outstanding legal fees and

expenses on the following grounds:

                                            Backwound

         1.       In June 199 1. the Company's operating subsidiary, Woburn Five Cents Saving Bank

(the "Bank")  failed, causing the  h1assachusetts  Commissioner of Banks to take possession and

control of the Bank and to appoint the Federal Deposit Insurance Corporation (the "FDIC")  as the

Bank's liquidating agent. After the Bank's failure,  the Board of Directors determined that it was

the best interests of the Company and its shareholders to dissolve the Company. In April 1992, the

Company sent a Notice of Special Meeting to the stockholders of the Company as of April 3, 1992

for the purpose of adopting a Plan of Complete Liquidation and Dissolution of the Company (the

"Plan"). A copy of the Plan was attached to the Notice of Special Meeting.

        3I.       On May 15, 1992, the stockholders of the Company adopted the Plan. The  Pian

provided that the board of directors (the "Board") and the officers of the Company would continue



RLFI-20326745

SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • PETITION TO EXTEND EXISTENCE OF FIRST WOBURN BANCORP m
  • AND REQUEST FOR PAYMENT OF ATTORNEYS' FEES_
  • Gordon A. Pfeiffer, Receiver for First Woburn Bancorp, Inc., a dissolved Delaware
  • corporation, respectfully petitions this Court, pursuant to 8&
  • Woburn Five Cents Saving Bank
  • for the purpose of adopting a Plan of Complete Liquidation and Dissolution of the Company (the
  • On May 15, 1992, the stockholders of the Company adopted the Plan.
  • to the post-dissolution distribution ofFirst Woburn',s remaining assets to its former
  • potential federal income tax liability of the Company arising from the circumstances
  • distribution of First Woburn's assets.
  • Bank's capital ratio, the Receiver has been advised by his attorneys at Foley, Hoag & Eliot,
  • As to the potential IRS claim against First Wobum, the Receiver and his counsel have
  • "Closing Agreement") which would remove any and all doubt concerning the Company's potential
  • tax law required that the returns be submitted to the Congressional Joint Committee on
  • Hoag advised the Company that the only way definitively to foreclose further IRS
  • Can Securities Corp. and "its
  • this Court to extend the existence of First Woburn for the purpose of obtaining the Closing
  • attached hereto as Exhibit B;
  • 1996 Order appointing Mr. Pfeiffer a:s Successor Receiver reduced the compensation
  • fees and expenses of Foley, Hoag and Richards, Layton & Finger.
  • `The Receiver hereby requests that this Court enter an Order authorizing the Reciver:
  •    |