Estate of William T. Rogers - Page 4

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               The instant case was submitted fully stipulated.  The                  
          parties' stipulations of fact are incorporated into this Opinion            
          by reference and, accordingly, are found as facts in the instant            
               The record in the instant case is voluminous, consisting of            
          numerous stipulated documents.  The stipulated facts do not                 
          sufficiently explain the documents and the transactions described           
          in the documents.  Consequently, the record in the instant case             
          is confusing and incomplete.  Nonetheless, we have done the best            
          we can to set forth below our findings of the facts of the                  
          instant case.                                                               
               At the time they filed the petition in the instant case, the           
          Rogerses resided in McDonald, Tennessee.  Mr. Rogers was one of             
          two shareholders of Alpha Hospital, an S corporation.  The other            
          shareholder was Health Facilities Management Group, a trust                 
          controlled by F. Scott Gross.                                               
               On May 15, 1990, Alpha Hospital entered into two asset                 
          purchase agreements.  One asset purchase agreement was with                 
          American Medical Holdings, Inc. (AMH), a Delaware corporation and           
          its wholly owned subsidiary New H Circle City, Inc. (Circle                 
          City), a California corporation.  The other asset purchase                  
          agreement was with AMH and its other wholly owned subsidiary, New           
          H Arroyo Grande, Inc. (Arroyo Grande), a California corporation.            

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