Investment Research Associates - Page 169




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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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