- 18 -
A I don't recollect seeing one. I recollect that
they said you have a liability on it--a big liability
on it.
Q Okay.
A And that is when I think everybody got back
together and they got talking to each other up at
Williams, Cox and Weidner and whatever in the heck
their name is.
Q When they told you there was a return with a
lot of tax due, did that--that got everybody nervous
and talking. True?
A Well, I think it got--you know, when we raised
hell with them and said, Wait a minute now, here. You
were in here from ground floor and all the rest of that
and everything. They went back and got talking amongst
themselves, I think.
After Briggs "raised hell" with WCWC, Turner sent to
Williams, his manager, a fax that stated in part:
I believe you will agree that we gave them sound advice
in October, 1988. If they did not follow through with
the advice, they have a problem, because we did explain
the options to them. Let me hear from you.
ACT would not have had a substantial tax liability from the
JSL sale if it had liquidated in accordance with section 337.
WCWC's failure to inform the ACT shareholders about the timing
requirement of section 337, along with Briggs' anger at WCWC
because of the ACT tax liability and Turner's attempt to protect
WCWC's interests in the memorandum to Williams, convinces us that
ACT had not adopted a liquidation plan prior to or on the sale
date of ACT's assets to JSL.
During the December 18, 1989, meeting, Turner informed
Briggs that minutes of a liquidation meeting were needed for
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