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Kirkland executed and filed on behalf of each of the Sta-Home
tax-exempt entities “Notices of Intent to Change Ownership” with
the State of Mississippi Department of Health.
Effective October 1, 1995, Sta-Home Home Health Agency,
Inc., transferred all of its tangible and intangible assets to
Sta-Home Health Agency of Jackson, Inc., Sta-Home Home Health
Agency, Inc., of Forest, Mississippi, transferred all of its
tangible and intangible assets to Sta-Home Health Agency of
Carthage, Inc., and Sta-Home Home Health Agency, Inc., of
Grenada, Mississippi, transferred all of its assets to Sta-Home
Health Agency of Greenwood, Inc. The consideration paid by each
transferee was the assumption of the related transferor’s
liabilities. Since the transfers, the transferors have not
engaged in any activities, charitable or otherwise, nor have they
been dissolved under Mississippi law.
On October 19, 1995, Robert Crowell, Hart’s accounting
partner, sent a letter to Kirkland setting forth several reasons
that Sta-Home should convert to a profit corporation from a
nonprofit. These included the need to raise capital and/or enter
into profit-making ventures, in view of the past losses and
accumulated deficit; the ability to participate in major changes
taking place in the health care industry, including mergers and
acquisitions; the provision of ownership interests for succession
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