The Brinson Company-Midwest, Inc., et al - Page 3

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          memorandum in support of her notice of objection to petitioners'            
          motion, the facts underlying this action may be best surmised as            
          follows.  Each petitioner is a corporation organized under the              
          laws of the State of Louisiana.  Petitioner Brinson Company-                
          Texas, Inc., and petitioner Brinson Company-Midwest, Inc., are              
          both wholly owned subsidiaries of petitioner Brinson Co., Inc.              
          (hereinafter Brinson).  Petitioners are involved in the                     
          importation and distribution of German automobile parts.  Prior             
          to December 23, 1985, Brinson was a family-owned closely held               
          corporation.  Gunther G. Wittich and Brigitte G. Wittich, husband           
          and wife, were the principal owners.  Their two sons, Rainier R.            
          Wittich and Michael W. Wittich, each maintained a less                      
          significant ownership position.                                             
               During the first half of the 1980's, a somewhat less than              
          harmonious relationship existed between Gunther and Brigitte,               
          both personally and with regard to the operation of Brinson.                
          The couple received a divorce decree in March 1985.  Following              
          the divorce, the family divided and formed two factions, Gunther            
          and Rainier on one side and Brigitte and Michael on the other               
          side.  Difficulties quickly ensued because both alliances                   
          controlled exactly one-half of Brinson, and neither side could              
          agree with the other regarding its operation.  These problems               
          were resolved in 1985 when Brinson's board of directors,                    
          consisting of Gunther, Brigitte, and Rainer, voted to terminate             
          Brigitte and Michael from Brinson's employ.  On October 9, 1985,            




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