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FINDINGS OF FACT
Some of the facts have been stipulated and are so found.
The stipulation of fact and the supplemental stipulation of fact
filed by the parties, both with attached exhibits, are
incorporated herein by this reference. Petitioners Michael and
Valene Ferguson and Roger and Sybil Ferguson resided in Rexburg,
Idaho, at the time their petitions herein were filed.
Background
On January 17, 1972, Four Star, Inc. (Four Star), was
incorporated under the laws of the State of Idaho. All of the
stock of Four Star was owned by Roger and Sybil Ferguson and two
other shareholders. On March 10, 1972, Roger and Sybil Ferguson
purchased all of the stock of Four Star owned by the two other
shareholders. In March 1975, the corporate name of Four Star was
changed to Diet Center, Inc. (Diet Center). From 1975 to
March 31, 1985, Roger Ferguson, Sybil Ferguson, and their son,
Michael Ferguson, were president, secretary/treasurer, and
executive vice-president of Diet Center, respectively, and those
individuals constituted the board of directors of Diet Center.
American Health Companies, Inc. (AHC), was incorporated
under the laws of the State of Delaware on March 8, 1983. On or
about April 1, 1985, AHC acquired, through a series of corporate
transactions, Diet Center, which, theretofore, had been wholly
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