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1
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
COURT DAC STOCK DRY MONEY DEFENDANTS SHARES PLAINTIFF LOANS COMPLAINT DELAWARE AGREEMENT TESTIMONY EVIDENCE TRANSACTIONS SUMMARY JUDGMENT ENTITLEMENT ATTORNEYS FIRST SAVINGS BANK OWNERSHIP DMFC TRIAL TRANS TRANSFERRING ARLINGTON EMPLOYMENT MEMORANDUM OPINION RESTITUTION OBLIGATION GACC |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, 1
a California Citizen, 11
Plaintiff, )>
V. > C.A. No. 17684
>
DRYSON ACCEPTANCE CORP., >
a Delaware Corporation, and >
MICHAEL DRY, a Texas Citizen, >1
Defendants. >
MEMORANDUM OPINION AND ORDER
Submitted: September l&2002
Decided: November 1,2002
Michael F. Bonkowski, Esquire, Kimberly L. Gattuso, Esquire, SAUL EWING
LLP, Wilmington, Delaware, Attorneys for Plainti@
Bruce E. Jameson, Esquire, PRICISETT, JONES & ELLIOTT, Wilmington,
Delaware, Attorneys for Defendants.
LAMB, Vice Chancellor.
1.
The plaintiff sued claiming an entitlement to 20% of the shares of stock in a
Delaware corporation for which he worked between 1998 and 1999. His complaint
also claims that the corporation failed to repay him moneys advanced by him
during the term of his employment. By memorandum opinion and order dated
January 9,2002, the court granted, in part, and denied, in part, the defendants'
SNIPPETS:
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2
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DRYSON ACCEPTANCE MEMORANDUM OPINION
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EXTRACTED KEY WORDS
JACOBSON DRY DEFENDANTS DELAWARE LOANS SUMMARY JUDGMENT COURT CHANCERY PLAINTIFF MORTGAGE EVIDENCE DEL STOCK MOTION MICHAEL DMFC AGREEMENT WILMINGTON ATTORNEYS FORM DAC SPECIAL PURPOSE OFFICERS DIRECTORS COMPLAINT SUBSTANTIAL EVIDENCE ACCOUNTING CONTRACT MOVING PARTY STOCKHOLDER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, )
a California Citizen, ))
Plaintiff, ))
V. ) C.A. No. 17684
>
DRYSON ACCEPTANCE CORP., )
a Delaware Corporation, and )
MICHAEL DRY, a Texas Citizen, 1)
Defendants. )
MEMORANDUM OPINION
Submitted: November 9, 2001
Decided: January 9,2002
Michael F. Bonkowski, Esquire, SAUL EWING LLP, Wilmington, Delaware,
Attorneys for Plaintiff.
Bruce E. Jameson, Esquire, PRICKETT, JONES & ELLIOTT, Wilmington,
Delaware, Attorneys for Defendants.
LAMB, Vice Chancellor.
I.
Greg Jacobson brings this action against Michael Dry' and Dryson
Acceptance Corp. (" DAC, " "the corporation, " or "the company"), a Delaware
corporation with its principal place of business in Texas. DAC is a mortgage
warehousing company that originated and held mortgage loans in order to sell
them later at a lower discount to the secondary mortgage market.
tn late 1997, Dry and Jacobson agreed to form DAC as a special purpose
SNIPPETS:
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3
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PLAINTIFFS REPLY BRIEF IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT
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EXTRACTED KEY WORDS
JACOBSON DEFENDANTS MOTION SUMMARY JUDGMENT MCR LOANS DAC SUPPORT COUNTERCLAIMS GULF LOANS COURT COUNTRYWIDE DEL MATERIAL FACT DRY RELATING CHANCERY FIDUCIARY DUTY EMPLOYMENT DEFENDANTS ASSERT AFFIDAVIT ALLEGATIONS CAPACITY EMPLOYEES EVIDENCE FRAUDULENT GREG JACOBSON PLAINTIFF ATTORNEYS CHANDLER |
INAL :
IN THE COURT OF CHANCERY OF THE STATE OF DEL
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen,
Plaintiff,
1
V. C.A. No. 17684
1
DRYSON ACCEPTANCE CORP.,
a Delaware corporation, MICHAEL DRY, ;
a Texas citizen,
1
Defendants. )
PLAINTIFF'S REPLY BRIEF IN SUPPORT
OF HIS MOTION FOR SUMMARY JUDGMENT
SAUL EWING LLP
Michael F. Bonkowski
Kimberly L. Gattuso
222 Deiaware Avenue, Suite 1200
P.O. Box 1266
Wilmington, DE 19899
(302) 421-6800
Attorneys for Plaintiff Greg
Jacobson
DATED: October 9, 2001
TABLE OF CONTENTS
Page
TABLE OF AUTHORITIES ...............................................................
SNIPPETS:
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4
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DEFENDANTS REPLY BRIEF IN SUPPORT OF MOTION FOR PARTIAL SUMMARY JUDGMENT
|
EXTRACTED KEY WORDS
DAC PLAINTIFF DRY DEFENDANTS EVIDENCE SUPPORT STOCK SUMMARY JUDGMENT TESTIMONY COURT PARTY MOTION LOANS STOCKHOLDER DELAWARE THIRD PARTY WITNESSES UNCLEAN HANDS PARTICIPATION JACOBSON ADMITS FIDUCIARY OBLIGATIONS KELLOGG DEP DOB COUNTERCLAIM PREPARATION DEPOSITION PAB OWNERSHIP AGREEMENT CLAIMS ASSERTING |
ORlGl~~~~ 7~
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen, j
Plaintiff,
V. ; C.A. No. 17684
,I
DRYSON ACCEPTANCE CORP., II
a Delaware corporation, MICHAEL DRY, ;
a Texas corporation, IIII
Defendants. III1
DRYSON ACCEPTANCE CORP., I
and MICHAEL DRY IIII
Counterclaim Plaintiffs :
V. II
I
GREG JACOBSON 1
I
Counterclaim Defendants. !
DEFENDANTS' REPLY BRIEF IN SUPPORT OF
DEFENDANTS' MOTION FOR PARTIAL SUMMARY JUDGMENT
PRICKETT, JONES & ELLIOTT
Bruce E. Jameson
1310 King Street
P.O. Box 1328
Wilmington, DE 19899
TEL: (302) 888-6500
Attorneys for Defendants Dryson Acceptance
Corp. and Michael Dry
DATED: October 9, 2001
1721G.1\143984"1
TABLEOFCONTENTS
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5
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PLAINTIFFS ANSWERING BRIEF
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EXTRACTED KEY WORDS
DRY DEFENDANTS MOTION SUMMARY JUDGMENT DAC DEL DEPOSITION MARK WALKER COURT GREG JACOBSON TESTIMONY STOCK AFFIDAVIT EXHIBIT LIFE SAVINGS BANK FUNDING OWNERSHIP DELAWARE CORPORATION MICHAEL DRY DMFC CREDIBILITY AGREEMENT OPPOSITION MATERIAL FACT HEREINAFTER MORTGAGE WAREHOUSING BUSINESS DEUTSCHE BANK BARBARA COLLYAR MCR LOANS |
IN THE COURT OF CHANCERY OF THE STATE OF D
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen,
Plaintiff, i
V. j C.A. No. 17684
DRYSON ACCEPTANCE CORP., i
a Delaware corporation, MICHAEL DRY,
a Texas citizen, t
Defendants. )
PLAINTIFF'S ANSWERING BRIEF IN OPPOSITION TO
DEFENDANTS' MOTION FOR SUMMARY JUDGMENT
SAUL EWING LLP
Michael F. Bonkowski
Kimberly L. Gattuso
222 Delaware Avenue, Suite 1200
P.O. Box 1266
Wilmington, DE 19899
(302) 421-6800
Attorneys for Plaintiff Greg
Jacobson
DATED: September 12, 2001
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . . .
PRELIMINARY STATEMENT.. . . .
S T A T E M E N T O F F A C T S
SNIPPETS:
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6
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DEFENDANTS ANSWERING BRIEF
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EXTRACTED KEY WORDS
DRY PLAINTIFF SUMMARY JUDGMENT LOANS COUNTERCLAIMS DAC DEFENDANTS DRY DEP MOTION COLLYAR DEP COURT GULF LOANS DEL DELAWARE CORPORATION BEEBE DAC PARTIES MCR LOANS PRELIMINARY NOTE SUMMARY JUDGMENT STANDARD FIDUCIARY DUTY RELATING EMPLOYMENT COUNTRYWIDE TESTIMONY OBLIGATIONS GREG JACOBSON CALIFORNIA OPPOSITION PRINCIPALS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen, j
Plaintiff,
v. : CA. No. 17684
,I
DRYSON ACCEPTANCE CORP., :
a Delaware corporation, MICHAEL DRY, :
a Texas corporation, I8
Defendants.
DRYSON ACCEPTANCE CORP., :
and MICHAEL DRY I1II
Counterclaim Plaintiffs :
GREG JACOBSON I,
Counterclaim Defendants. i
DEFENDANTS' ANSWERING BRIEF IN OPPOSITION TO
PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT
PRICKETT, JONES & ELLIOTT
Bruce E. Jameson (I.D. No. 2931)
1310 King Street
P.O. Box 1328
Wilmington, DE 19899
TEL: (302) 888-6500
Attorneys for Defendants Dryson Acceptance
Corp. and Michael Dry
DATED: September 11,200l
TABLE OF CONTENTS
TABLE OF AUTHORITIES..
NATURE AND STAGE OF PROCEEDINGS .............................................................. . l
STATEMENT OF FACTS..
A. Mr. Jacobson's Opening Brief Ignores the Factual Record.. .................. 3
SNIPPETS:
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7
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PLAINTIFFS OPENEING BRIEF IN SUPPORT OF HIS MOTION FOR SUMMARY JUDGEMENT
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EXTRACTED KEY WORDS
DRY DAC DEFENDANTS SUMMARY JUDGMENT LOANS MOTION EMPLOYEE DMFC DEL DRYSON JACOBSON AFF INVOLVEMENT MICHAEL DRY TEXAS GULF LOANS COUNTERCLAIMS MORTGAGE WAREHOUSING BUSINESS DELAWARE CORPORATION LIFE SAVINGS BANK COUNTRYWIDE AGREEMENT FRAUDULENT GULF LOANS MCR LOANS EMPLOYMENT SHAREHOLDER NEGLIGENCE DRYSON ACCEPTANCE PLAINTIFF GREG JACOBSON ALLEGATIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAW/dlRlGINAL
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen, ?
Plaintiff.
V.
DRYSON ACCEPTANCE CORP.,
a Delaware corporation, MICHAEL DRY,
a Texas citizen,
Defendants.
PLAINTIFF'S OPENING BRIEF IN SUPPORT OF HIS
MOTION FOR SUMMARY JUDGMENT
SAUL EWING LLP
Michael F. Bonkowski
Kimberly L. Gattuso
222 Delaware Avenue, Suite 1200
P.O. Box 1266
Wilmington, DE 19899
(302) 421-6800
Attorneys for Plaintiff Greg Jacobson
DATED: August 31,200l
TABLE OF CONTENTS
TABLE OF AUTHORITIES ..................................................................
NATURE AND STAGE OF PROCEEDINGS ............................................
SNIPPETS:
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8
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DEFENDANTS OPENING BRIEF IN SUPPORT OF THEIR MOTION FOR PARTIAL SUMMARY JUDGEMENT
|
EXTRACTED KEY WORDS
DRY JACOBSON LOANS STOCK SUMMARY JUDGMENT DEP OWNERSHIP DEFENDANTS COMPLAINT SIPES ASSETS PLAINTIFF DMFC MOTION RELATING SIPES AFF CONVERSION COLLYAR DEP MICHAEL DRY AGREEMENT TESTIMONY COUNTERCLAIM SOLE STOCKHOLDER DOCUMENTATION GACC ARLINGTON WAREHOUSE CONTRIBUTION AGREEMENT LIFE SAVINGS |
IN THE COURT OF CHANCERY OF THE STATE GF DELAWARE
IN AND FOR NEW CASTLE COUNTY
`"~( .:... ,_
GREG JACOBSON, a California citizen, i .~. .I .,i//
Plaintiff,
1
v. : CA. No. 17684
3I
DRYSON ACCEPTANCE CORP., I
a Delaware corporation, MICHAEL DRY, i
a Texas corporation, III#
Defendants. II
DRYSON ACCEPTANCE CORP., II
and MICHAEL DRY ,II
Counterclaim Plaintiffs !,I
V. IIII
GREG JACOBSON I
I
Counterclaim Defendants. !
DEFENDANTS' OPENING BRIEF IN SUPPORT
OF THEIR MOTION FOR PARTIAL, SUMMARY JUDGMENT
PRICKETT, JONES & ELLIOTT
Bruce E. Jameson
1310 King Street
P.O. Box 1328
Wilmington, DE 19899
TEL: (302) 888-6500
Attorneys for Defendants, Dryson Acceptance
Corp. and Michael Dry
DATED: August 31,200l
17216.1\142011v3
TABLEOFCONTENTS
TABLE OF AUTHORITIES..
NATURE AND STAGE OF PROCEEDINGS.. ............................................................ .1
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9
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G. JACOBSONS REPLY TO THE COUNTERCLAIM
|
EXTRACTED KEY WORDS
PARAGRAPH PLAINTIFFS COUNTERCLAIM DEFENDANT AVERMENTS BALANCE COUNTERCLAIM DEFENDANT REPEATS INCORPORATES REFERENCE INFORMATION SUFFICIENT MICHAEL DRY PLAINTIFF LACKS KNOWLEDGE TRUTH RELIEF DOCTRINE ESQUIRE GREG DRYSON ACCEPTANCE FINANCING AVERMENTS RELATING COURT AWARD DAMAGES COSTS FEES COURT DEEMS PROPER BONKOWSKI HEREBY CERTIFY FOREGOING |
,. ,,_ f- ;.m. p
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen,
Plaintiff-
Counterclaim Defendant,
V. C. A. No. 17684
DRYSON ACCEPTANCE CORP.,
a Delaware corporation, MICHAEL DRY, a
Texas citizen,
Defendants-
Counterclaim-Plaintiffs.
PLAINTIFF-COUNTERCLAIM DEFENDANT GREG JACOBSON'S
REPLY TO THE COUNTERCLAIM OF DRYSON ACCEPTANCE CORP. AND
MICHAEL DRY, DEFENDANTS-COUNTERCLAIM PLAINTIFFS
47. Admitted that Dry and plaintiff were the owners of DMFC but denied that Dry
"went out and arranged mortgages. " The balance of the averments of this paragraph is
admitted on information and belief.
48. Admitted that discussions were had with Deutsche Bank, and that Deutsche
Bank set conditions on its financing. The balance of the averments of this paragraph is denied
49. Admitted that discussions were held. The balance of the averments of this
paragraph is denied.
50. Denied.
51.. Denied.
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10
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AMENDED ANSWER AND COUNTERCLAIM OF DRYSON ACCEPTANCE AND M. DRY
|
EXTRACTED KEY WORDS
DRY PARAGRAPH DAC ALLEGATIONS COUNTERCLAIM PLAINTIFFS DEFENDANTS LOANS SECOND SENTENCE ADMIT DMFC FIRST SENTENCE DEUTSCHE BANK CALIFORNIA MICHAEL DRY CREDIT GREG JACOBSON COUNTRYWIDE REPRESENTATIONS FRAUDULENT INFORMED DRY DEFENDANTS INCORPORATE REFERENCE DELAWARE CORPORATION DRYSON ACCEPTANCE CORPORATION TRUST COMPANY LIFE SAVINGS FINANCING TAKEOUT INVESTOR FIDUCIARY OBLIGATIONS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen, j1I
Plaintiff, II,
V. ! C.A. No. 17684
I
DRYSON ACCEPTANCE CORP., i
a Delaware corporation, MICHAEL DRY, :
a Texas corporation, III
Defendants. I18
DRYSON ACCEPTANCE CORP., !
and MICHAEL DRY I1 ^. .
II
Counterclaim Plaintiffs :
I
V. II
1
GREG JACOBSON I
I
Counterclaim Defendants. :II
AMENDED ANSWER ANID COUNTERCLAIM OF
&l&YSON ACCEPTANCE CORP. AND MICHAEL DRY
Dryson Acceptance Corp. (l'D4C") and Michael Dry I(":Dry") amend their
answers to the allegations of the complaint filed by Greg Jacobson ("Jacobson") and
amend their counterclaim as follows. A redlined version of this answer and
counterclaim identifying the amendments is attached as Exhibit A.
1. Defendants are without sufficient information to respond to the
allegations of paragraph 1, but on information and belief, admit that Jacobson
currently resides in California.
2. Admit the first sentence of paragraph 2. The second sentence of
paragraph 2 states a legal conclusion as to which no responl3e is required but admit
that the Corporation Trust Company is DAC's registered agent.
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11
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ANSWER AND COUNTERCLAIM OF DRYSON ACCEPTANCE AND M. DRY
|
EXTRACTED KEY WORDS
DRY PARAGRAPH ALLEGATIONS DAC DEFENDANTS COUNTERCLAIM PLAINTIFFS LOANS ADMIT SECOND SENTENCE DMFC MICHAEL DRY FIRST SENTENCE DEUTSCHE BANK CALIFORNIA RESPONSE GREG JACOBSON DRYSON ACCEPTANCE COUNTRYWIDE REPRESENTATIONS FRAUDULENT INFORMED DRY DEFENDANTS INCORPORATE REFERENCE DELAWARE CORPORATION CORPORATION TRUST COMPANY FINANCING TAKEOUT INVESTOR FIDUCIARY OBLIGATIONS FOREGOING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GREG JACOBSON, a California citizen, !II
Plaintiff, II
V. i C.A. No. 17684
I
DRYSON ACCEPTANCE CORP., I
a Delaware corporation, MICHAEL DRY, !
a Texas corporation, III
Defendants.
DRYSON ACCEPTANCE CORP., j
and MICHAEL DRY III
Counterclaim Plaintiffs II
I
V. I
GREG JACOBSON II
Counterclaim Defendants. \,
ANSWER AND COUNTERCLAIM OF
DRYSON ACCEPTANCE CORP. AND MICHAEL DRY
Dryson Acceptance Corp. (I'DAC") and Michael Dry ("Dry") answer the
allegations of the complaint filed by Greg Jacobson ("Jacobson") as follows:
1. Defendants are without sufficient information to respond to the
allegations of paragraph 1, but on information and belief, admit that Jacobson
currently resides in California.
1721&1\107421v3
2. Admit the first sentence of paragraph 2. The second sentence of
paragraph 2 states a legal conclusion as to which no response is required but admit
that the Corporation Trust Company is DAC's registered agent.
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12
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COMPLAINT
|
EXTRACTED KEY WORDS
DAC DRY DMFC SHAREHOLDER ACCOUNTING LOANS AMOUNT STOCK OWNERSHIP JACOBSON REFERS PARAGRAPHS COMPLAINT INCORPORATES REFERENCE BANK CREDIT PAID DRYSON TEXAS DIRECTING REPRESENTING ASSETS EQUITY DEMAND MORTGAGES PROVIDER CASH COUNTRYWIDE REFUSE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
)"- ,'
IN AND FOR NEW CASTLE COUNTY 2
GREG JACOBSON, a California citizen,
1
Plaintiff,
i
V . C . A . N o . /i/&5 w Ir_:
i
DRYSON ACCEPTANCE CORP.,
a Delaware corporation, MICHAEL DRY, 1
a Texas citizen,
1
Defendants. 1
COMPLAINT
PARTIES
1. Plaintiff Greg Jacobson ("Jacobson") is citizen of the State of
currently residing in Los Angeles County, California.
2. Defendant Dryson Acceptance Corporation (" DAC") is a Delaware
`i
corporation with its principal place of business in Fort Worth, Texas. Service of process may
be made upon DAC's registered agent, the Corporation Trust Company, 1209 Orange Street,
Wilmington, DE 19801.
3. Defendant Michael Dry ("Dry") is a citizen of the State of Texas,
residing in Tarrant County, Texas. Dry, at all relevant times hereto, was, and is, a director of
DAC. Service of process may be made upon Dry pursuant to 10 Del. C.
- - 6 3114.
ALLEGATIONS COMMON TO ALL C'OUNTS
4. Dryson Mortgage Finance Corporation ("DMFC") was formed under
the laws of the State of Delaware in or about April 1997.
401049.2 12/17/99
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