Woody F. Lemons - Page 23

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             the joint venture from its sale of villas and land to the                
             club in 1986 amounted to $1,328,400.                                     
                  During 1986, petitioner, along with his wife, was                   
             active in attempting to organize a corporation called First              
             Equity Mortgage.                                                         
                  On June 24, 1987, the club's board of directors                     
             adopted a resolution that the club should either                         
             voluntarily file for bankruptcy under chapter 11 of the                  
             U.S. Bankruptcy Code, consent to entry of an involuntary                 
             chapter 11 petition, or request the bankruptcy court to                  
             convert any involuntary chapter 7 petition filed to a                    
             chapter 11 proceeding.  On July 6, 1987, the club informed               
             its members that on June 25, 1987, it had filed for                      
             protection under chapter 11 of the U.S. Bankruptcy Code.                 
                  On or about December 4, 1987, the Superior Court of                 
             California, County of San Diego, entered a default judgment              
             against petitioner for $1,132,239.38 in favor of Sandia.                 
             Sandia caused the default judgment to be filed in the                    
             District Court for Dallas County, Texas.                                 
                  Prior to April of 1986, petitioner was under investi-               
             gation for criminal bank fraud and conspiracy with respect               
             to his activities at Vernon.  Petitioner was convicted and               
             sentenced to serve two consecutive 5-year terms in prison.               
             Petitioner's sentence was subsequently reduced to 5 years                






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