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employees.” The letter also describes the formal requirements
needed to effect such an issuance of shares.
The other two letters, both dated October 28, 1997, concern
the potential application of Medicare Antikickback laws to
proposed physician acquisitions of stock in the LLC. In one of
those letters, Mr. Kelly states his understanding that the LLC
“currently is owned by Dr. Joffe (88%) * * * Dr. McKernan (10%)
and * * * [Ms. Moore] (2%)”.
The SouthTrust Bank Credit Offering Report and the $50,000
Revolving Note
In connection with a $50,000 loan to the LLC, evidenced by a
$50,000 “revolving note” dated March 29, 1999, SouthTrust Bank
prepared a “Credit Offering Report” (the SouthTrust Bank credit
report), which states: “The [LLC] was started, according to the
tax return, on 5/1/95. During 1995, two members of the LLC sold
their interests to Dr. Joffe who now owns 88%.” That portion of
the SouthTrust Bank credit report is date-stamped “Dec-01-98”.
In another portion of the SouthTrust Bank credit report, entitled
“Collateral”, the word “Unsecured” appears. The word “Unsecured”
is also typed on the revolving note in the section of the
printed form dealing with security agreements.
The LLC Returns
The initial short year return, Form 1065, U.S. Partnership
Return of Income, filed by the LLC for 1995 reflects the 1995
sales by Laser Centers of America, Inc., of its 45-percent
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Last modified: November 10, 2007