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would not continue. Mr. Scott and Mr. Carter met sometime during
the first several months of 1989 to discuss MSSTA's financial
situation. Mr. Scott wanted to remain involved as an officer and
an owner of MSSTA's securities transfer agent business, whereas
Mr. Carter desired to withdraw his investment in that business
and use it for other purposes. Mr. Scott and Mr. Carter decided
to attempt to merge MSSTA with another company in the securities
transfer agent business or to sell MSSTA's assets to such a com-
pany and then liquidate MSSTA. Mr. Carter suggested to Mr. Scott
that he approach AST to explore a possible combination of MSSTA
and AST. Mr. Scott contacted Mr. Harrison sometime around the
spring of 1989, and they held preliminary discussions relating to
that possibility.
Around May 1989, Mr. Scott met (May 1989 meeting) with
Stephen Hrynik (Mr. Hrynik) who had been serving for about six or
seven years as MSSTA's outside accountant, auditor, and tax
return preparer. Mr. Hrynik, a C.P.A. since 1976, had first met
Mr. Scott in the mid-1970's when Mr. Hrynik was employed by
another C.P.A. who was representing Mr. Scott and Mr. Scott's
business on accounting and tax matters, and Mr. Hrynik was
assigned to work on certain of those matters. At the May 1989
meeting, Mr. Scott informed Mr. Hrynik about the discussions that
he was having regarding the possibility of combining MSSTA and
AST. Mr. Hrynik advised Mr. Scott at that meeting about the
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