Lloyd E. Dawson, Jr. - Page 5

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          Facts With Respect to Ms. Dawson’s Employers                                
               Ms. Dawson was employed by Port Arthur Home Health Services            
          (PAHHS) and Beaumont Home Health Services (BHHS) from 1977 until            
          July 17, 1989.  The corporations were wholly owned and/or                   
          operated by Dr. Ruth Constant (Dr. Constant).  During 1988 and              
          1989, Ms. Dawson was employed by PAHHS and BHHS as an accounting            
          supervisor and was the second person in charge of the                       
          corporations after Dr. Constant.                                            
               PAHHS and BHHS each operated two different programs, a                 
          Primary Care program and a Medicare program.  Ms. Dawson had                
          complete authority over the payroll accounting for the programs,            
          including the input of data into the computer systems for the               
          payrolls and the review of the payrolls.  Each of the four                  
          programs (viz., PAHHS Primary Care, PAHHS Medicare, BHHS Primary            
          Care, and BHHS Medicare) had two checking accounts, a general               
          account and a payroll account, for a total of eight checking                
          accounts.  While employed by PAHHS and BHHS, Ms. Dawson had                 
          signature authority for, and was authorized to issue checks from,           
          all eight checking accounts and had complete responsibility and             
          full authority for the issuance of all payroll checks by PAHHS              
          and BHHS.                                                                   
               During the middle of 1987, petitioner worked for Dr.                   
          Constant as a computer consultant.  At such time, petitioner was            








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