The Weitz Co. wants a judge to determine the fair value of a buyout of shares held by disgruntled former president and CEO Craig Damos.
In a lawsuit filed last week in Polk County District Court, the Des Moines-based construction company said it paid $684,841 for the 9,130 shares Damos held when the company was sold late last year to OCI Construction Holdings Ltd. of Egypt. In complicated court proceedings, Damos has argued that he is owed nearly $2.3 million.
According to the Weitz lawsuit, Damos is the only shareholder who refused the stock purchase offer of $75.01 per share that resulted from the sale to Orascom.
Damos filed a lawsuit in October 2011 claiming that the company was shorting him on a share buyback plan that took effect after he was forced to resign in June 2010. His lawsuit has been amended to include OCI, more commonly known as Orascom, and seeks a determination on the method in which his payments have been calculated.
At the time Damos left the company, Weitz had a plan in place to repurchase the stock held by departing employees, primarily people who held leadership roles.
Damos initially was paid nearly $214 per share under a stock valuation that was conducted at the end of each calendar year by an independent appraiser. That stock price would have been for a valuation conducted in 2009. Damos filed a lawsuit after his per-share price dropped to $172.98 for the 2010 valuation. In 2012, Damos was paid $116.59 per share.
He has argued that all payments should have been at $214 per share.
Judge Lawrence McClellan previously ruled in the Damos lawsuit that the valuations and payments were fair. As a result, he dismissed all claims against the company. However, Damos amended his lawsuit and argued that his complaint was about the method used to value the stock, and he claimed that Orascom improperly interfered in his stock buyout.
McLellan has allowed those claims to stand.
In addition to a determination of the fair value of the Damos payments, Weitz wants to assess the costs of its lawsuit against Damos, including the cost of an appraiser. Weitz said that Damos has acted “arbitrarily, vexatiously, or not in good faith.”