Normandie Metal Fabricators, Inc. - Page 7

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               In 1993 and 1994, petitioner’s comptroller, Jeffrey                    
          Schwaeber, or petitioner’s bookkeeper, Karen Macken, sent Isidore           
          Klein weekly financial reports about petitioner.  During those              
          years, Isidore Klein called Jeffrey Schwaeber to ask questions              
          about the weekly financial reports.  Isidore Klein also                     
          corresponded with Richard Schwaeber, petitioner’s accountant, in            
          1993 and 1994 to monitor petitioner’s financial position.                   
               Isidore Klein visited petitioner's facility four to eight              
          times a year in 1993 and 1994.  He stayed at least a week each              
          time he visited petitioner.  In 1993 and 1994, Isidore Klein did            
          not supervise petitioner’s salespeople, warehouses, or day-to-day           
          operations.  However, Isidore Klein occasionally provided product           
          support to, or consulted on technical or design questions with,             
          Baker’s Aid during those years.  He also attended trade shows to            
          look for ideas for new products petitioner could manufacture.               
               In 1993 and 1994, Isidore Klein designed a portable housing            
          system for use by the military or as emergency housing.  He                 
          attempted unsuccessfully in 1993 and 1994 to market the housing             
          system to the U.S. military.  Petitioner did not pursue the                 
          portable housing system after 1994.                                         
               2.   Steven Klein                                                      
               Steven Klein was petitioner’s vice president and chief                 
          operating officer from 1991 to 1994.  Steven Klein reported to              
          his father during those years.  He was responsible for                      






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