Maurice E. John, Jr. and Jan E. John - Page 3

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          practice” and paid for Evans to get an M.B.A. degree from                   
          Vanderbilt University while he worked at the Clinic.  Petitioner            
          justified the M.B.A. expense by stating that he hoped it would              
          “tie [Evans] to [the Clinic] a little bit more”.  Petitioner also           
          gave Evans a 740 BMW car as a gift.  While Evans was manager, the           
          Clinic became significantly more successful and profitable.                 
          The Companies                                                               
               Petitioner explained that sometime during 1991 he and Evans            
          became concerned that the ongoing reduction in Medicare                     
          reimbursements, which had constituted over 70 percent of the                
          Clinic’s income, would decrease the Clinic’s revenues.  They                
          began exploring possible alternative sources of income.                     
               Given the Clinic’s success, which was at least partly due to           
          the management strategies used, petitioner testified that he and            
          Evans saw potential in offering management services to other                
          clinics.  The management company would offer professional                   
          training, accounting, personnel management, marketing, insurance-           
          related filings, and other business services.  By offering                  
          expertise in management and creating economies of scale, the                
          management company would improve the efficiency of the practices            
          and would charge a fee for the management.  Thus, petitioner and            
          Evans incorporated J.E. Stallion, Inc. (the Management Company),            
          in 1992.                                                                    
               In addition to the economic potential in leveraging their              
          experience in managing medical clinics, petitioner also explained           
          that he and Evans saw economic opportunities in the Russian                 





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