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68134
CARROLL, ~URDICK & McDONOUGH
2 Attorneys and Counselors at Law
1676 N. California Blvd., Suite 620
3 Walnut Creek, California 94596
Telephone: (510) 945-8579
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21 Defendants.
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24 I, KEITH L. VOIGTS, declare as follows:
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2 competently as follows:
3 2. I am a professional accountant and financial
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initial acquisition audit performed under my supervision is
12 on asset acquisitions;
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value for the corporation. It was clear among those involved in
2 the decision making process that the strategy would need to be
3 formulated quickly and effectuated as rapidly as good business
4 jUdgment would permit, in order to guard against the financial
5 difficulties that would be caused by any significant loss of
6 client base resulting in a diminution of cash flow. The business
7 plan, in general and oversimplified terms, envisioned the
8 identification and acquisition of undervalued assets which could
9 be leveraged so that excess cash could be placed back into
10 Hamilton Taft. The state of the economy at the time this
11 business strategy was initiated was such that a corporate entity,
12 such as Hamilton Taft, which had access to the use of significant I
13 cash flow would have tremendous leverage which could be utilized
14 to acquire undervalued assets, the refinancing of which would
15 assist in offsetting the expected losses emanating from the
16 probable loss of value of assets procured by prior management.
17 9. I participated in meetings with Mr. Armstrong,
18 among others, approximately once or twice a month, wherein we
19 discussed the planned acquisition of assets in accordance with
20 the business strategy. It was my perception at all relevant
21 times that Mr. Armstrong's focus and motivation was to, through
22 the acquisitions and investments which were being made, replace
23 value into the corporate entity of Hamilton Taft in order to
24 ensure that that company became a self-sustaining, viable, and
25 profitable corporation. At no time did Mr. Armstrong, by either
26 his actions or his words, ever cause me to believe that there was
litigation.
12. Both Hamilton Taft, through Mr. Armstrong and his
Hamilton Taft to utilize the funds received from clients for the
and his staff relating to many of the business ventures and asset
the acquisition and the manner in Which the asset would be held
possibly totally cover the expected losses which had been created
2 by prior management of Hamilton Taft. with respect to the
3 investment in PIF, I discussed with Mr. Armstrong the significant
4 benefit which I believed that the transaction would provide to
5 Hamilton Taft in terms of demonstrating increased net value,
6 which was essential to the company's continued viability.
7 17. A further example of my involvement with the
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assisting Hamilton Taft in the effectuation of the business plan,
2 and formed the opinion that appropriate investigation and due
3 diligence was being performed as a matter of course by the
4 company.
5 20. Up until the time that creditors of Hamilton Taft
6 reacted to the adverse publicity generated by Steven Solodof's
7 accusations, which I believe to have been inaccurate, in March
8 1991, I am not aware of any failure by Hamilton Taft to meet its
9 contractual obligations to its clients to make the required tax
10 payments and pay penalties and interest when payments were deemed
11 late by the governmental entities.
12 I declare under penalty of perjury the foregoing is
13 true and correct.
14 EXECUTED this ci3-'7 1t:'" day of 0<:.. TIJ8c!., 1992, in Boston,
15 Massachusetts.
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HT 159673
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