Charles T. Wickersham and Sandra J. Wickersham - Page 4

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          "special called" meetings at which the OCPND conducted all                  
          official business.                                                          
               On April 10, 1989, the OCPND board held a regular meeting at           
          which the commissioners discussed the acquisition of a grain                
          bagging facility.  The OCPND board appointed Mr. Frederick and              
          Mr. Young to approach Mr. Wickersham about acquiring the Peveto.            
          Mr. Winfree recused himself from participating in the OCPND's               
          attempt to acquire the Peveto because of his and Mr. Wickersham's           
          joint business interest in Elco.                                            
               Sometime after April 10, 1989, Mr. Frederick and Mr. Young             
          met with Mr. Wickersham and discussed the OCPND's interest in               
          acquiring the Peveto.  After the first meeting with Mr.                     
          Wickersham, Mr. Young did not participate in the negotiations.              
               Mr. Wickersham and Mr. Frederick had several discussions, in           
          person and via telephone, regarding the sale of the Peveto.  Mr.            
          Frederick offered Mr. Wickersham $350,000 for the Peveto, but Mr.           
          Wickersham was firm that he wanted $450,000.  Mr. Frederick told            
          Mr. Wickersham that a decision regarding the Peveto would be made           
          at a special meeting of the OCPND board on July 31, 1989.                   
               On July 31, 1989, the OCPND board held a special meeting at            
          which the commissioners again discussed purchasing the Peveto.              
          Mr. Frederick recommended that the OCPND buy the Peveto for                 
          $450,000.  The board voted to purchase the Peveto from Mr.                  
          Wickersham for $450,000.                                                    






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