Stephen S. Wang, Jr. - Page 3

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                                  FINDINGS OF FACT2                                   
               At the time the petition was filed, petitioner resided in              
          Irvine, California.  From the fall of 1982 through the spring of            
          1986, petitioner attended the University of Illinois at Urbana-             
          Champaign, majoring in finance.  Petitioner left college after              
          the spring 1986 semester, only nine credits short of his                    
          bachelor's degree.  In December 1989, he completed the necessary            
          credits and received a bachelor of science degree in finance with           
          high honors.                                                                
               Petitioner left college in 1986 to work for Morgan Stanley &           
          Co. (Morgan Stanley), a New York investment banking firm, for a             
          2-year internship as a junior analyst.  Initially, petitioner               
          worked in the Leveraged Buyout Unit of Morgan Stanley’s Merchant            
          Banking Department.  He was transferred to the Mergers and                  
          Acquisitions Department in March 1987 because of unsatisfactory             
          work performance and remained in that department until June 1988.           
          During the course of his employment at Morgan Stanley, petitioner           
          was privy to confidential business information.  Some of the                
          information was nonpublic or insider information regarding Morgan           
          Stanley’s clients involved in actual and anticipated corporate              
          combinations and other transactions, such as mergers, tender                
          offers, and leveraged buyouts.  Petitioner was contractually and            


               2 The stipulation of facts and the attached exhibits are               
          incorporated herein by this reference.                                      




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