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billing, and computer operation, and (iv) clinical/
operational/consulting.
Petitioner's entire operation is located in one office in
Chattanooga, Tennessee. Petitioner's clients' locations grew
from 1 in 1986 to 60 in 1992 in Tennessee, Kentucky, Arkansas,
and Florida. In 1990, petitioner managed 43 locations. B.
William T. Rogers' Background and Duties
Since petitioner began operations in 1986, Rogers has been
its president, sole director, and sole shareholder. Rogers
worked 12 hours a day and was available at all times of the day
by telephone or pager. During and prior to 1990, Rogers made all
decisions that affected petitioner's mid- and long-range plans,
and Rogers handled any problems that arose with petitioner's
clients or employees. Rogers did not routinely deal with
petitioner's day-to-day operations or with the day-to-day care of
patients. Until sometime in 1990 or 1991, Rogers negotiated each
contract petitioner made with its clients.
Rogers has a bachelor of science in biology from Tennessee
Technological University and a doctorate in pharmacy from the
University of Tennessee. He has more than 25 years of experience
in the health care field. Rogers was the founder of a
successful, local drugstore chain with seven stores which he sold
in 1986. Rogers also began a durable medical equipment business
which he sold to a publicly traded company in 1984. When Rogers
sold the durable medical equipment business, he was offered a
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