William J. Fleischaker and Donni L. Fleischaker - Page 8

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          project and vouching for the family's business and personal                  
               The planning authority issued a certificate of need for the             
          Van Orden project on December 17, 1980.  After several plan                  
          submissions, the planning authority approved the construction                
          plan on March 15, 1982.  The certificate of need required                    
          construction on the Van Orden project to commence by May 15,                 
          1982, and to be completed by March 15, 1983.  Adult Living                   
          Centers had difficulty obtaining financing for the Van Orden                 
          project and obtained a 6-month extension to September 15, 1983,              
          for the construction completion date.                                        
               As of February 1983, the Van Orden project still had no                 
          construction or permanent financing for the project.  A planning             
          authority inspection report, dated February 18, 1983, stated that            
          no foundations had been poured for the project, and only                     
          preliminary site work had been performed for the project.                    
               In the spring of 1983, Adult Living Centers’ shareholders,              
          with the assistance of Phoenix Federal Savings & Loan Association            
          (Phoenix Federal), arranged a financing package for the Van Orden            
          project.  Under the financing package, Phoenix Federal's                     
          subsidiary, Eastern Oklahoma Service Corp. (Eastern Oklahoma),               
          acquired 51 percent of Adult Living Centers’ stock.  Petitioner's            
          stock interest was reduced from 48 percent to less than 20                   

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