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differences between a merger and an asset sale. Mr. Scott did
not give Mr. Hrynik any documents relating to a possible com-
bination of MSSTA and AST at the May 1989 meeting.
During the discussions between Mr. Scott and Mr. Harrison
about combining the businesses of MSSTA and AST, Mr. Scott was
acting on behalf of MSSTA, Mr. Carter, Ms. Scott, and himself,
and Mr. Harrison was acting on behalf of AST, Mr. Hall, and
himself. During those discussions, it was determined that any
combination of MSSTA and AST would have to be structured as an
asset acquisition, and not a merger, so that the acquiring
company in any such combination would not be responsible for the
liabilities of the acquired company. Mr. Scott informed Mr.
Harrison that, regardless how the combination of MSSTA and AST
was structured, Mr. Scott and Ms. Scott, but not Mr. Carter,
wanted to remain as stockholders of the combined businesses, and
Mr. Scott, but not Mr. Carter, desired to remain as an officer
thereof.
As a result of negotiations between Mr. Scott and Mr.
Harrison, MSSTA and AST agreed in principle that MSSTA would sell
its assets to AST; Mr. Scott and Ms. Scott, but not Mr. Carter,
would acquire stock of AST; Mr. Scott would become president of
AST; and AST would enter into consulting agreements with Mr.
Scott and Mr. Carter, respectively. Thereafter, Mr. Hall began
meeting with Mr. Scott and Mr. Harrison in order to negotiate the
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