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Schnitzer wanted to expand Schnitzer-PMS' business, including its
business with Prudential. Schnitzer approached Ballard and
offered to give Prudential a 50-percent interest in Schnitzer-
PMS. Prudential declined the offer.
Although the record shows that Ballard introduced Schnitzer
to Kanter sometime between 1971 and 1976, it is not clear whether
the introduction was made before or after Schnitzer proposed to
give Prudential 50 percent of the Schnitzer-PMS stock. After
Prudential declined Schnitzer's offer and prior to September
1976, Schnitzer and Kanter began discussing Kanter's purchasing
50 percent of Schnitzer-PMS. Kanter indicated that he could
obtain additional business for Schnitzer-PMS through his business
contacts, including his contacts with the Pritzkers. Before
agreeing to the sale of the stock, Schnitzer confirmed with
Ballard that Kanter could bring in business for Schnitzer-PMS.
Kanter and Schnitzer agreed that Schnitzer-PMS would be
recapitalized to provide for preferred stock to be issued to
Century. The preferred stock was entitled to a preferred
dividend equal to the amount of Century’s bank loan outstanding
on its original purchase of Fletcher Emerson. Century would
receive the preferred stock and 52.5 percent of the common stock,
and Kanter's client (IRA) would purchase 47.5-percent (51.3
shares) of the common stock for $150,000. Although closing was
originally set for October 1976, because of difficulties in
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