Richard A. and Carol B. Little - Page 10

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          E.   Initial Actions by Bank Regulators                                     
               1.   The Cease and Desist Order                                        
               On June 16, 1986, the Federal Home Loan Bank Board (FHLBB)             
          issued a cease and desist order (FHLBB order) to Vernon because             
          of its improper lending practices.  The FHLBB order required                
          Vernon to correct its loan approval process, to evaluate its                
          portfolio, and to bring its operations into compliance with                 
          regulatory standards.  The FHLBB order required Vernon to prepare           
          a plan detailing its projected business strategies and operations           
          through June 30, 1989.                                                      
               2.   Petitioner's Resignation From Dondi Financial                     
               Petitioner resigned from Dondi Financial on August 15, 1986.           
          Petitioner wanted to sell his Dondi Financial stock for about               
          $1.3 million as provided by the shareholder agreement.  In                  
          December 1986, Dondi Financial offered to buy petitioner's stock            
          for an amount not disclosed in the record.  Petitioner rejected             
          this offer.  Petitioner and Dondi Financial could not agree on a            
          selling price, and petitioner did not sell the stock.                       
               3.   Vernon's Financial Troubles                                       
               In September 1986, the State of Texas appointed Earl Hall              
          (Hall), a State regulatory agent, to run Vernon.  Hall and the              
          remaining directors tried to continue Vernon's operations.                  
               On December 11, 1986, respondent issued a refund check to              
          Dondi Financial for $6,054,581.  On January 15, 1987, Dondi                 
          Financial endorsed the check to Vernon.                                     




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