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FINDINGS OF FACT
Some of the facts have been stipulated and are so found. The
stipulated facts are incorporated in our findings by this
reference.
At the time the petition was filed, petitioners Brian L. and
Carole J. Nahey, husband and wife, resided in Hartland, Wisconsin.
(All references to petitioner in the singular are to Mr. Nahey.)
Wehr Corporation
Wehr Corporation (Wehr), a Wisconsin corporation, manufactured
and distributed a variety of industrial equipment and devices, such
as air distribution equipment, high-technology electronics, motor
brakes, clutches, and refractory brick presses.
From the mid-1970's until the end of 1986, petitioner held the
positions of president, chief executive officer, and member of the
board of directors of Wehr.
At the end of 1986, petitioner owned approximately 10 percent
of the stock of Wehr, Bruce A. Beda (who is not described in the
record) owned an additional 3 percent, and the balance of the stock
was owned by members of the Manegold family directly or through
trusts established for their benefit.
The Xerox Lawsuit
On December 31, 1983, Wehr contracted with Xerox Corporation
(Xerox) to implement and install a fully integrated on-line, closed
loop computer system to unite all of Wehr's operational,
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