Richard A. and Carol B. Little - Page 12

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               2.   The Bankruptcy of Dondi Financial                                 
               Dondi Financial filed for bankruptcy on May 9, 1987.                   
          Petitioner filed a claim against Dondi Financial for $577,626.              
          This amount was the difference between the repurchase price of              
          his stock and the balance on the note.  The bankruptcy trustee              
          (trustee) sued petitioner for $659,118 plus interest on                     
          petitioner's note.  These suits were settled on June 22, 1990.              
          Petitioner paid the bankruptcy estate $2,500 and withdrew his               
          suit.  The trustee also withdrew his suit.                                  
               Philip Palmer (Palmer) was the attorney for Dondi                      
          Financial's bankruptcy trustee.  Palmer examined Dondi                      
          Financial's books and records during his investigation of Dondi             
          Financial.  Palmer saw Vernon's financial statements, including             
          those which had been certified by audit and others that had been            
          prepared by Government regulatory authorities for each year                 
          before the bankruptcy, monthly reports from 1984 to 1986, and               
          regulatory reports.  Palmer used these documents to estimate                
          Vernon's fair market value from about 1982 to 1986.  Palmer took            
          into account the fair market value of Vernon and about three of             
          its small subsidiaries in estimating when Dondi Financial became            
          insolvent.  Palmer focused on Vernon's commercial and residential           
          loans because Vernon's and Dondi Financial's insolvency resulted            
          from the improper granting and reporting of these loans.                    








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