Investment Research Associates - Page 195




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              Ballard and Lisle gave family members signatory authority                
         over the corporate accounts.  Mary Ballard had signatory                      
         authority over TMT’s Wells Fargo Bank account.  Donna Lisle and               
         Lisle's brother had signatory authority over Carlco's Goldman                 
         Sachs account.  Donna Lisle had signatory authority over Carlco's             
         North Dallas bank account.                                                    
              Petitioners assert that the only interest they had in                    
         Carlco, TMT, and BWK, Inc., was the preferred stock issued to the             
         family trusts and that the stock had minimal value.  The                      
         certificates of incorporation of Carlco, TMT, and BWK, Inc.                   
         authorized each corporation to issue 1,000 shares of 10-cent par              
         value common stock.  Certificates of amendment, filed in December             
         1983, authorized the corporations to issue 11,000 shares of stock             
         comprised of 10,000 shares of 1-cent par value preferred stock                
         and 1,000 shares of 10-cent par value common stock.  The amended              
         certificates granted each corporation's board of directors                    
         authority to fix the preferences of the preferred shares.  The                
         record does not contain any evidence of resolutions by the board              
         of directors of any of the three corporations setting preferences             
         or limitations on the preferred stock.                                        
              Petitioners point to the following preferences and other                 
         characteristics printed on the back of the stock certificates to              
         support their assertion that the preferred stock of Carlco, TMT,              
         and BWK, Inc. issued to the family trusts had minimal value:                  






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