Normandie Metal Fabricators, Inc. - Page 8

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          petitioner’s day-to-day management, which he found to be                    
          difficult because he was under the constant scrutiny of his                 
          father.  He managed petitioner’s office staff of four people,               
          designed petitioner’s marketing catalogues, handled special                 
          orders for customers, and designed custom-made items for                    
          customers.  He managed petitioner’s sales activities and was the            
          primary contact for petitioner’s biggest customer, Baker’s Aid,             
          in 1993, 1994, and 1995.  Baker’s Aid accounted for about one-              
          third of petitioner’s sales in those years.  Steven Klein was               
          very familiar with petitioner's customers and operations and had            
          good technical knowledge of its products.  In 1993 and 1994,                
          Steven Klein worked long hours.  Steven Klein became president              
          and chief executive officer (CEO) in January 1995, when Isidore             
          and Gertrude Klein sold their stock in petitioner.  In 1995,                
          Steven Klein assumed more responsibility for petitioner.  He                
          often received business telephone calls at home during 1993,                
          1994, and 1995.                                                             
               3.   Petitioner’s Redemption of Gertrude and Isidore Klein’s           
                    Stock and Steven Klein’s Purchase of Petitioner                   
               Around 1988, Steven Klein proposed buying Isidore and                  
          Gertrude Klein’s stock in petitioner because he wanted to control           
          petitioner and to ensure that he and his children would own the             
          business.  Steven Klein negotiated intermittently with Isidore              
          Klein from 1988 to 1994 to buy the stock.  Isidore Klein                    
          initially asked Steven Klein to pay $3 million for the stock.               





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