Estate of William T. Rogers - Page 9




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          $71,525.  For 1991, Great Western reported on its income tax                
          return the receipt of rent in the amount of $83,446 from the                
          nonhospital properties.                                                     
               Between March and July 1991, Ms. Hanna, on behalf of Great             
          Western, attempted to sell the nonhospital properties.  During              
          May 1991, Vista, through Alpha Hospital, offered to purchase the            
          nonhospital properties.  During 1991, Great Western sold the                
          nonhospital properties to Vista.  Vista financed the purchase of            
          the nonhospital properties through tax-exempt Certificates of               
          Participation issued by the Cities of Arroyo Grande and Corona,             
          California, (1991 certificates) to Great Western.  The 1991                 
          certificates were nonrecourse obligations secured only by the               
          property acquired.  The 1991 certificates were zero coupon                  
          obligations and no principal or interest payments were to be made           
          until specified dates in the future.  On receipt of the 1991                
          certificates, Great Western agreed that it would not attempt to             
          transfer or otherwise dispose of the 1991 certificates without              
          receiving from a rating agency a rating of A or better for the              
          1991 certificates.                                                          
               During November 1991, Ms. Hanna, on behalf of Great Western,           
          attempted to obtain a rating for the 1991 certificates so that              
          the certificates could be marketed.  To assist in that effort,              
          Great Western retained the underwriting firm of Peacock, Hislop,            
          Staley, and Given, Inc. (Peacock).  The efforts of Peacock                  





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