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vation of Mr. Smith at trial, including our observation of his
demeanor, we did not find him to be credible. We also found his
testimony to be conclusory in certain material respects and
irrelevant in certain other material respects.
With respect to the testimony of Essie Whitehead, we found
her testimony to be inconsistent with certain of the parties’
stipulations of fact in this case.
Documentary Evidence
The record contains a number of documents on which petition-
ers rely to establish their positions with respect to the issues
that remain in this case. With respect to the constructive
dividend issue, petitioners rely on, inter alia, copies of three
Burien Nissan stock certificates, i.e., stock certificates 4, 6,
and 9, which we found to be incomplete and questionable in
certain material respects. We found those copies to be incom-
plete in that there was no legend and no endorsement on the back
side of each of them, as required by the May 25, 1990 stock
purchase agreement and the September 1, 1990 stockholders’
agreement, respectively. We found the copies of the three Burien
Nissan stock certificates in question to be questionable in that
the back side of the copy of stock certificate 9 was completely
blank,21 and the back side of each of the two copies of stock
21It appears that the back side of stock certificate 9 may
not have been copied.
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