Anclote Psychiatric Center, Inc. - Page 9

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                  On April 18, 1983, petitioner's board of directors passed a                            
            resolution authorizing the sale of the hospital as negotiated by                             
            Mr. O'Donnell and Mr. Rosenkranz.  The purchase and sale                                     
            agreement was executed on April 25, 1983.  The property to be                                
            exchanged included "all of the * * * [petitioner's] properties,                              
            assets, and business as a going concern", but not petitioner's                               
            license to conduct or maintain a hospital or those assets                                    
            considered as restricted funds; i.e., the research, education,                               
            and children's psychiatric development funds.  In addition, the                              
            buyer agreed to lease to petitioner 1,000 square feet of space                               
            and allow petitioner access to the premises of the hospital for                              
            conducting its research, educational, and charitable functions.                              
            At this time, petitioner had not made the renovations necessary                              
            for the additional 31 beds approved by the certificate of need.                              
                  The agreed purchase price was an amount equal to:  (1)                                 
            $4,500,000, plus (2) the amounts of (a) the liabilities shown on                             
            the March 31, 1983, balance sheet then outstanding and (b) those                             
            outstanding liabilities incurred in the normal course of business                            
            between the date of the March 31, 1983, balance sheet and the                                
            closing date, plus (3) to the extent required, the amount to be                              
            contributed to petitioner's pension plans of the excess of the                               
            plans' actuarial present value of accrued benefits over the                                  
            assets of the plans.  The agreement provided that the liabilities                            
            assumed included petitioner's liability for the Florida Patient's                            





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