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for petitioner Praegitzer, and Richard Bates, counsel for
Ameritech. At the meeting, petitioner Praegitzer, as corporate
president, refused to sign newly issued stock certificates to
divide the stock between himself and petitioner Dawes.
At the October 3, 1989, meeting, based on an opinion by Mr.
Bates, petitioner Dawes was allowed to vote 2,500 shares of the
5,000 shares held in petitioner Praegitzer's name. By a vote of
7,500 in favor to 2,500 opposed, the shareholders amended the
corporate by-laws to provide for three directors. Immediately
following the amendment, petitioner Dawes was elected to the
board of directors by a vote of 7,500 shares in favor and 2,500
shares opposed.
An Ameritech directors' meeting was also held on October 3,
1989. Kerry Dawes, petitioner Praegitzer, and petitioner Dawes
were present as directors. Also present were Mr. Lopez, Mr.
Small, and Mr. Bates. By a vote of 2 to 1, Kerry Dawes was
elected president and treasurer, and petitioner Dawes was elected
vice president and secretary.
In November 1989, settlement negotiations occurred between
counsel for petitioner Praegitzer and counsel for petitioner
Dawes. Under the circumstances, a 25-percent minority interest
was of diminished value to petitioner Praegitzer as it offered no
control of Ameritech; the negotiations therefore were designed to
restructure the judgment so that either petitioner Praegitzer or
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