Charles T. Wickersham and Sandra J. Wickersham - Page 5

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          Mr. Wickersham's Accountant                                                 
               Since 1984, Jane Whitfield (Ms. Whitfield), a certified                
          public accountant, has been Mr. Wickersham's return preparer for            
          his personal and corporate tax returns.  She also gave Mr.                  
          Wickersham general tax advice when he was considering business              
          deals.  In July 1989, when Mr. Wickersham thought the OCPND board           
          was going to vote to acquire the Peveto, Mr. Wickersham went to             
          Ms. Whitfield to discuss how he could save money on the sale of             
          the Peveto.                                                                 
               Mr. Wickersham told Ms. Whitfield about the OCPND's interest           
          in the Peveto and that he was interested in acquiring a piece of            
          real property owned by a longtime business associate (Ms. Stark).           
          Ms. Whitfield and Mr. Wickersham discussed the possibility of a             
          like-kind exchange pursuant to section 1031.                                
               Mr. Wickersham approached Ms. Stark about selling him some             
          land she owned in a three-way transaction, and she agreed to the            
          sale.  Sometime between August 11 and 18, 1989, however, Ms.                
          Stark's attorney informed Mr. Wickersham that he (the attorney)             
          had advised Ms. Stark not to go through with the three-way                  
          transaction.                                                                
          Mr. Wickersham's Tax Attorney                                               
               After learning that Ms. Stark would not participate in the             
          three-way transaction, Mr. Wickersham spoke with his tax                    
          attorney, Peter Wells (Mr. Wells), and informed him of the                  






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