Oreland A. and Lucille S. Thornsjo - Page 16




                                       - 16 -                                         
          F.  Woolf                                                                   
               In 1965, Woolf started a construction equipment company                
          called Ditch Witch of Minnesota (Ditch Witch).  Ditch Witch sold            
          heavy equipment for underground construction such as boring,                
          trenching, hauling, backhoe and related components.  Describing             
          his business career Woolf said he started Ditch Witch “from                 
          nothing, and built it to a very successful business.”  In the               
          early 1980’s, Ditch Witch had annual gross receipts of $1,500,000           
          to $2,500,000.                                                              
               Prior to 1982, Woolf had made only modest investments in               
          securities.  He did invest in a bowling alley with four other               
          individuals, but Woolf decided “it looked like a Mickey Mouse               
          deal” and sold his interest for a long-term capital gain of more            
          than $25,000 in 1979.  Although Schluter brought other proposals            
          to his attention, Woolf preferred to invest his capital in Ditch            
          Witch.  He did invest individually in rental properties                     
          throughout Minnesota, but these were mostly shop facilities that            
          he owned and rented to Ditch Witch.  Also, Woolf sold 30 percent            
          of Ditch Witch to employees through an ESOP.  Ditch Witch also              
          had a target pension plan, in which Woolf participated.  At the             
          time of trial, Woolf still owned 30 to 40 percent of Ditch Witch            
          and had sold or otherwise transferred the rest to his son-in-law.           










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