The lawsuit was filed by the Pape Group of Eugene, OR, an existing resort shareholder that offered between $22,100 and $26,000 for each of the 1,382 outstanding shares it didn't already own. The defendants were the Mt. Bachelor Inc. board of directors and Powdr Corp., the Utah-based company that offered $20,100 per share but still garnered the most shares.

In the settlement reached Friday, a special committee comprised of four board members and one Bend community member will evaluate all competing offers and toward the end of April recommend the best offer to the full board with an explanation. The board will then notify all shareholders of the recommendation, after which shareholders will have an undetermined amount of time to reassign their shares.

Most of the shares tendered to Powdr, however, belong to the individual directors of the Mt. Bachelor Inc. board, the board that the Pape Group's lawsuit alleged neglected its fiduciary responsibility by waiving the Oregon Control Share Act in order to give Powdr full control over the company. The OCSA prevents hostile takeovers by not allowing a company to gain voting rights along with its acquired shares.

As of late March, Powdr says it has tendered 64% of the resorts outstanding shares. The Pape Group, which started the race with 23%, has not revealed how much of the remaining 13% it has garnered.

The battle for ownership of the resort began Jan. 9 when the Mt. Bachelor board of directors--which at the time included Pape Group president Randy Pape--voted 4-to-3 in favor of declining Powdr's purchase offer. Powdr then went directly to shareholders with its offer, prompting Randy Pape to resign as a board member and make a counteroffer in an attempt to keep the ownership local.

Instant Insights /

Mt. Bachelor Lawsuit Settled, Sale Still Pending

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