Anclote Psychiatric Center, Inc. - Page 24

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            client.  As will subsequently appear, however, there are serious                             
            questions as to the extent to which the negotiations adequately                              
            took into account certain financial aspects of the transaction                               
            which may cause the negotiations and the resulting sale price to                             
            be categorized as not being at arm's length and therefore giving                             
            rise to inurement.  Among the elements involved are consideration                            
            or lack of consideration given to the changes in values of items                             
            reflected in petitioner's balance sheet between September 30,                                
            1981, and May 8, 1983, the proper valuations of the Belcher Road                             
            and County Road #77 parcels, the measure of petitioner's                                     
            obligations under its pension plan, the value, if any, of the                                
            certificate of need for 31 additional beds, and the impact of                                
            changes in methods of reimbursement in respect of Medicare                                   
            reimbursements and of the sales of the hospital in 1985 and 1990.                            
            These elements bear directly on the determination of the range of                            
            fair market values and consequent inurement, if any.                                         
                  An element in resolving the question of fair market value,                             
            and therefore inurement, is the extent to which evidence as to                               
            events and actions occurring after the date of the 1983 sale can                             
            be taken into account.  Petitioner has raised a number of                                    
            objections to such evidence, particularly the evidence relating                              
            to the 1985 sale of the property and the circumstances                                       
            surrounding such sale, on the ground of relevancy.                                           







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