Dennis A. and Tai K. Praegitzer - Page 7

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          petitioner Dawes and Kerry Dawes would obtain 100-percent                   
          ownership of Ameritech.                                                     
               George Murphy represented petitioner Praegitzer during his             
          divorce.  Mr. Murphy's associate, Debora Dragland, represented              
          petitioner Praegitzer during the negotiations with petitioner               
          Dawes' counsel, Mr. Lopez.  In a November 14, 1989, letter from             
          Ms. Dragland to Mr. Lopez, petitioner Praegitzer offered                    
          petitioner Dawes $160,000 to settle his appeal of the divorce               
          court's award to petitioner Dawes of 2,500 shares in Ameritech,             
          contingent on his first obtaining Kerry Dawes' 5,000 shares.  In            
          a November 22, 1989, letter from Mr. Lopez' law firm to Ms.                 
          Dragland, petitioner Dawes rejected petitioner Praegitzer's offer           
          and counter offered $160,000 for his 2,500 shares.                          
               On December 1, 1989, petitioner Praegitzer filed an                    
          injunction (the injunction action) against Ameritech, Kerry                 
          Dawes, and petitioner Dawes to prevent petitioner Dawes from                
          exercising her rights to the 2,500 shares of stock and also to              
          prevent Ameritech from transferring the 2,500 shares to                     
          petitioner Dawes.                                                           
               On December 12, 1989, a judicially supervised settlement               
          conference on petitioner Praegitzer's appeal of the judgment was            
          held before retired associate Justice Bertram D. Janes of the               
          California Court of Appeal for the Third Appellate District.  At            
          the December 12, 1989, settlement conference, both parties were             
          represented by counsel.  Mr. Lopez represented petitioner Dawes,            




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