Association Cable TV, Incorporated - Page 7

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            December 18, 1989, meeting, Turner informed Briggs that minutes                             
            of a liquidation meeting were needed for submission to the IRS                              
            with ACT's 1988 Form 1120 tax return.                                                       
                  On December 26, 1989, Turner faxed to Briggs a sample set of                          
            minutes to be used for a corporate liquidation.  The sample                                 
            minutes provided by Turner erroneously listed January 31, 1989,                             
            as the date by which liquidation must be completed.  On                                     
            January 16, 1990, minutes purporting to represent a meeting                                 
            during which the shareholders of ACT agreed to liquidate arrived                            
            at WCWC's office.  The minutes falsely stated that a meeting                                
            occurred on October 24, 1988, at 1:00 p.m. and referred to the                              
            erroneous date of January 31, 1989, as the date by which                                    
            liquidation must be completed.  Bill Bass (Bass), an accountant                             
            at WCWC, received the minutes when they arrived at WCWC.  Bass                              
            felt apprehensive about the minutes but was instructed by Turner                            
            to take the minutes at face value.  Bass attached the minutes to                            
            ACT's 1988 Form 1120 tax return and filed the return with the                               
            IRS.  The false minutes were prepared by Briggs and Morris                                  
            between December 26, 1989, and January 16, 1990.                                            
                  Daniell resigned as president of ACT on May 7, 1990.  In                              
            November 1990 and January 1991, Daniell was interviewed by the                              
            IRS in connection with an IRS investigation of Briggs.  Daniell                             
            told the IRS, during the January 1991 meeting, that the first                               
            time he found out that ACT had supposedly liquidated was during                             






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