Wechsler & Co., Inc. - Page 14

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         provide him with access to its computer system, nor did it                   
         provide him its computer program allowing him to access the                  
         system from outside petitioner’s office.                                     
              Mrs. Wechsler                                                           
              Mrs. Wechsler previously worked for a broker-dealer in                  
         Dallas, Texas, where Mr. Wechsler met her.  She moved to New York            
         City in 1971 and then married Mr. Wechsler.  Until petitioner                
         hired her on July 14, 1998, she had not worked outside her home              
         since the late 1970s.  Petitioner agreed to pay her compensation             
         of at least $500,000 a year.  On July 14, 1998, she became                   
         petitioner’s secretary and a member and vice chairman of                     
         petitioner’s board of directors.  During petitioner’s 1999 fiscal            
         year, she devoted 70 percent of her time to office management and            
         30 percent to portfolio research.  She became a full                         
         registration/general securities representative in February 1999              
         and a general securities principal in June 1999.                             
         Common and Preferred Stock Ownership in Petitioner                           
              Petitioner has had outstanding both common and preferred                
         shares of stock.  Since 1986, Mr. Wechsler has owned a majority              
         of the outstanding common shares of petitioner and has held                  
         sufficient shares to elect a majority of petitioner’s directors.             
         From May 31, 1997, through May 31, 1999, the holders of                      
         petitioner’s preferred stock have had the authority to elect one             
         of petitioner’s directors but have never exercised that                      






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