FOURTH DIVISION                                             FILED: 11/27/961-95-4299 & 96-1513 (Consol.)MID-AMERICAN ELEVATOR COMPANY, INC.     )    APPEAL FROM THE                                        )    CIRCUIT COURT OF     Plaintiff and Citation Petitioner- )    COOK COUNTY     Appellee and Cross-Appellant,      )               v.                       )NORCON, INC.,                           )                                                                )     Defendant,                         )                                        )(DOUGLAS KAULAS and PATRICIA KAULAS,    )    HONORABLE                                        )    ALBERT GREEN,     Citation Respondents-Appellants    )    JUDGE PRESIDING.     and Cross-Appellees.)              )     PRESIDING JUSTICE HOFFMAN delivered the opinion of the court:     The petitioner, Mid-American Elevator Company, commencedsupplementary proceedings against the respondents, Douglas andPatricia Kaulas, to discover assets belonging to the judgmentcreditor, Norcon, Inc.  The court determined that the Kaulases wereunlawfully holding property belonging to Norcon and enteredjudgment against them for the unpaid balance of an underlyingjudgment against Norcon in favor of Mid-American.  The Kaulases nowappeal, raising as issues whether (1) the court relied upon aninapplicable statute in holding them liable for the remainder ofthe judgment against Norcon; (2) the court denied them due processby entering judgment against them without a trial; and (3) thecourt erroneously entered judgment against Patricia Kaulas whenthere was no evidence that she was involved in the continuation ofbusiness of Norcon after dissolution.  On cross-appeal, Mid-American argues that the court erred in denying its motion torecover attorney fees and costs for the citation proceedings.     Norcon was a closely-held corporation engaged in constructioncontracting.  At all times relevant, its primary shareholders wereDouglas and Patricia Kaulas, who alternated as its president andsecretary.  On March 6, 1991, Norcon was employed as generalcontractor for a comprehensive renovation job, and subcontractedwith Mid-American to install a service elevator for the project. On November 18, 1991, Mid-American brought suit against Norcon forbreach of this subcontract.     On September 1, 1994, while Mid-American's suit remainedpending, Norcon was involuntarily dissolved by the Secretary ofState for failing to pay franchise taxes.  It is undisputed thatalthough the corporation was never reinstated, it continued doingbusiness from the date of dissolution until after the initiation ofthe citation proceedings at issue.     On May 19, 1995, the court in the contract suit enteredjudgment in favor of Mid-American and against Norcon in the amountof $75,930, plus prejudgment interest and costs.  When the judgmentremained unpaid on May 25, 1995, Mid-American served the Kaulases,as Norcon's officers of record, with the citation petition atissue.  See 735 ILCS 5/2-1402 (West 1994).   The citation containeda standard restraining provision, prohibiting the Kaulases fromtransferring or disposing of Norcon's property until after theresolution of the citation proceedings.     The evidence at the citation proceedings was undisputed.  Ata June 2, 1995, hearing, Douglas admitted that Norcon was still inbusiness and that he was its president and Patricia was itssecretary.  Mid-American offered uncontested documentary proof thatfrom the date of the dissolution through the time of theproceedings, Norcon maintained an active bank account, paid Douglasfrom corporate proceeds, and continued to employ workers and paythem from a corporate account.  Since the dissolution, Norcon hadbid on several projects, two of which it had been awarded and wascurrently performing; namely, one for Frederic Lane, dated August29, 1994, and executed by Frederic Lane on October 3, 1994, andanother for Linda and Benjamin Ruff, dated June 1995.     The evidence also showed that on June 2, 1995, Douglasendorsed a $20,474 check, payable to Norcon from Lane, over toHenry Electric Company, Inc., a subcontractor on the Lane project. The check was to settle a Norcon debt to Henry in the amount of$12,150, and at Douglas's instruction, the $8,324 overpayment wasthen returned by Henry in the form of a check made payable toPatricia Kaulas.  Additionally, a check in the amount of $10,000was issued to Patricia by Henry Electric on June 2, 1995.     Further, upon receipt of the citation, Douglas begandepositing checks made payable to Norcon into a separate accountdesignated "Norenco".  He deposited into the Norenco account acheck from Lane to Norcon in the amount of $10,485 and a check fromthe Ruffs to Norcon totalling $38,550.  Douglas also admittedmaking disbursements from the Norenco account after June 2, 1995,to pay Norcon's suppliers and subcontractors.     In June and July of 1995, checks totalling over $9000 weredrawn on the Norenco account and deposited into a personal accountheld by Patricia at the Midtown Bank and Trust Company.  Funds fromPatricia's account were then disbursed to pay Norcon's employeesand other creditors.  Money was also withdrawn from this account tocover the Kaulas' personal expenses.     On August 22, 1995, Mid-American filed motions seeking theturnover of $11,026.15 held in a Norenco account, and $545.82 heldin a Norcon account, all in partial satisfaction of the unpaidunderlying judgment.  The court granted the motion, and alsoextended temporary restraining orders previously entered againstthe Kaulases precluding them from withdrawing certain funds fromMidtown Bank.     The Kaulases subsequently filed a motion seeking return ofthese funds and to dissolve the temporary restraining ordersentered against them.  In support of their motion, the Kaulasesoffered the affidavit of Douglas Kaulas, which admitted that Norconhad continued doing business after the dissolution.  Douglasaverred that he received notice of the dissolution but did notunderstand its significance.  Attached to Douglas's affidavit wasa statement of Norcon's assets as of September 1994, most of whichDouglas still had in his possession.  Douglas offered to tender theassets, which totalled less than $7,792, to the court as Norconassets.  Douglas averred that accounts receivable existing at thetime of dissolution were paid to suppliers, subcontractors, andother employees for services rendered on Norcon jobs, and that hemistakenly disbursed Norcon funds from the Lane and Ruff contractsto pay creditors.      On November 13, 1995, Mid-American moved for the entry ofjudgment against the Kaulases, jointly and severally, for theoutstanding balance of the judgment against Norcon.  Mid-Americanalleged that, as of that date, only $59,233.66 of the judgment hadbeen satisfied and more than $40,000 remained outstanding.  Mid-American further alleged that Douglas was the beneficial owner ofreal estate at 1922 N. Burling and that he had exclusive power ofdirection over the land trust having title to the property.  Mid-American requested that the power of direction over the Burlingland trust be turned over to Mid-American or that the property besold and the proceeds applied in satisfaction of the judgmentagainst Norcon.     On November 14, 1995, the trial court entered judgment againstDouglas and Patricia Kaulas, jointly and severally, in the amountof $44,045.01.  The court found that, notwithstanding thedissolution, the Kaulases had continued doing business as Norconuntil the citation proceedings, carrying out contracts andreceiving and disbursing funds on behalf of the corporation.  Thecourt denied the Kaulas' motion for a return of the funds turnedover to Mid-American and for a dissolution of the restrainingorders entered against them.  It also denied a motion by Mid-American for attorney fees and costs it incurred in the citationproceedings.  The instant appeal and cross-appeal followed.     Supplementary proceedings under section 2-1402 of the Code ofCivil Procedure ("Code")(735 ILCS 5/2-1402 (West 1994)) aredesigned to assist a judgment creditor in discovering assets of thejudgment debtor in order to satisfy an unpaid judgment.  Pyshos v.Heart-Land Development Co., 258 Ill. App. 3d 618, 622-23, 630N.E.2d 1054 (1994).  The procedure authorizes the creditor toconduct an examination of a third party (735 ILCS 5/2-1402(a) (West1994)), and upon a showing that the third party is holding assetsbelonging to the judgment debtor, empowers the court to summarilycompel the application of discovered assets or income to thesatisfaction of the judgment, as long as the judgment debtor wouldhave the right to recover such assets from the third party. Pyshos, 258 Ill. App. 3d at 623; Bentley v. Glenn ShipleyEnterprises, Inc., 248 Ill. App. 3d 647, 651, 619 N.E.2d 816(1993); see also 735 ILCS 5/2-1402(b)(3), (b)(4) (West 1994).  Theprovisions of section 2-1402 are to be liberally construed, and theburden lies with the petitioner to show that the citationrespondent possesses assets belonging to the judgment creditor. Bentley, 248 Ill. App. 3d at 652.       The Kaulases first argue that in holding them liable for theremainder of the judgment against Norcon, the trial courterroneously relied upon section 8.65(a)(3) of the BusinessCorporation Act of 1983 ("Act")(805 ILCS 5/8.65(a)(3) (West 1994)),which is inapplicable to the situation at bar.  Section 8.65(a)(3)provides:    "The directors of a corporation that carries on its    business after the filing by the Secretary of State of    articles of dissolution, otherwise than so far as may be    necessary for the winding up thereof, shall be jointly and    severally liable to the creditors of such corporation for    all debts and liabilities of the corporation incurred in so    carrying on its business." (Emphasis added.)      The Kaulases maintain that this section is inapplicablebecause, inter alia, it pertains solely to debts and liabilitiesincurred after dissolution, and Mid-American's case against Norconwas initiated on November 18, 1991, almost three years beforeNorcon was dissolved.  Additionally, the Kaulases assert that thecourt wrongly concluded that the money they made from post-dissolution contracts belonged to Norcon, when Norcon was no longerin existence.  In response, Mid-American argues that because theKaulases continued doing business as Norcon in complete disregardof laws requiring a winding up process and payment of creditors,they must be held liable for the outstanding judgment against thecorporation.  We agree that section 8.65(a)(3) cannot reasonably beinterpreted to impose liability on the Kaulases for the outstandingjudgment against Norcon.     In construing a statute, a court must give the language itsplain and ordinary meaning.  The statute should be read as a wholeand all its material aspects considered together.  Trittipo v.O'Brien, 204 Ill. App. 3d 662, 666, 561 N.E.2d 1201 (1990).  Thecourt must interpret the statute on the basis of what was writtenand not search for any subtle or not readily apparent meaning. Trittipo, 204 Ill. App. 3d at 666.     The opening phrase of section 8.65(a)(3) is directedspecifically towards directors of a corporation that "carries onits business after *** dissolution", and the predicate imposesliability "for all debts and liabilities *** incurred in socarrying on its business." (Emphasis added.)  The plain meaning ofthis language creates liability only for debts incurred during andas a result of the illicit continuation of business afterdissolution.     In the case at bar, there is no dispute that Mid-American'scase against Norcon was initiated nearly three years beforeNorcon's dissolution.  The fact that the judgment was entered afterdissolution is of no consequence, because the judgment was basedexclusively upon the conduct of Norcon prior to dissolution.  Acorporation is an entity separate and distinct from its officers,directors, and shareholders, and the officers, directors andshareholders generally are not liable for corporate debts orliabilities.  In re Rehabilitation of Centaur Insurance Co., 158Ill. 2d 165, 172-73, 632 N.E.2d 1015 (1994); McCracken v. OlsonCos., 149 Ill. App. 3d 104, 109, 500 N.E.2d 487 (1986).  In lightof the fact that Norcon's liability to Mid-American was incurredprior to dissolution, the court erred in holding the Kaulasesliable for the judgment against Norcon.     Mid-American also refers us to section 3.20 of the Act, whichis similarly unavailing.  That section states:    "All persons who assume to exercise corporate powers    without authority so to do shall be jointly and severally    liable for all debts and liabilities incurred or arising as    a result thereof." 805 ILCS 5/3.20 (West 1994).    This section by its plain language pertains to debts or liabilitiesincurred or arising as a result of the illicit continuation ofbusiness.  Again, the conduct giving rise to the judgment at issueoccurred long before Norcon's dissolution, and was not the resultof the fact that the Kaulases wrongfully continued doing businessas Norcon, Inc., thereafter.     However, to the extent the Kaulases retained or disposed ofNorcon assets after dissolution, they are responsible for a fullaccounting.  Dissolution effects neither a transfer of title tocorporate assets (805 ILCS 5/12.30(c)(1) (West 1994); In re Lipuma,167 B.R. 522 (N.D. Ill. 1994)), nor an abatement of pending civilclaims against the corporation.  805 ILCS 5/12.30(c)(5) (West1994).  A corporation must adhere to all corporate formalitiesduring the winding up process; shareholders are entitled to theresidue of corporate funds only after providing for the rights ofcorporate creditors and the legal claims of third persons.  Lasdayv. Weiner, 273 Ill. App. 3d 461, 466, 652 N.E.2d 1198 (1995);Snyder v. Nathan, 353 F. 2d 3 (7th Cir. 1965).     A shareholder may not treat corporate assets as his own priorto completion of the winding up process (Lasday, 273 Ill. App. 3dat 466), and a corporate officer cannot serve himself first bymanipulating corporate affairs to the detriment of creditors. O'Connell v. Pharmaco, Inc., 143 Ill. App. 3d 1061, 1070-71, 493N.E.2d 1175 (1986); see also Dean v. Kellogg, 327 Ill. App. 520,526, 64 N.E.2d 551 (1946), aff'd, 394 Ill. 495, 68 N.E.2d 898.  Inany transaction in which an officer acquires corporate property,the burden of proof lies with him to establish that the transactionwas fair.  O'Connell, 143 Ill. App. 3d at 1070.  Further, amajority stockholder who, after dissolution, converts corporateproperty and assets to his own use, becomes an equitable trustee ofthat property for the benefit of corporate creditors.  Blankenshipv. Demmler Manufacturing Co., 89 Ill. App. 3d 569, 572, 411 N.E.2d1153 (1980); see also Dean, 327 Ill. App. at 526; 16A W. Fletcher,Cyclopedia Corporations �8130, at 258 (1991-95).       In this case, there is no question that Norcon's assets as ofSeptember 1, 1994, should have been set aside for the benefit ofNorcon's creditors, including Mid-American.  However, the record inthis case is insufficient for this court to ascertain the value ofNorcon's property on that date; thus, remand is necessary.  Douglasadmitted in his affidavit that upon dissolution, he retained Norconproperty in the amount of $7,792.  This amount unquestionably mustbe held in trust for the benefit of Mid-American and Norcon's othercreditors.     A determination must be made as to whether the Lane contractbelonged to Norcon or the Kaulases.  A copy of the contract in therecord dated August 29, 1994, was not executed by Frederic Laneuntil October 3, 1994; however, the contract also indicates thatwork was to begin on August 29, 1994.  On remand, the court shoulddetermine whether the Lane contract commenced before or afterdissolution.  Any funds or assets found to belong to Norcon thatwere used for the Kaulas' benefit must be disgorged and placed intrust for Norcon's creditors.  In view of our decision on thisissue, we do not reach the Kaulas' other arguments for reversal,that the court denied them due process, and that it erred inentering judgment against Patricia Kaulas.       On cross-appeal, Mid-American challenges the court's denial ofits petition for attorney fees and costs.     After granting its motion for turnover, the court gave Mid-American leave to file a petition for attorney fees and costs.  Inthis petition, Mid-American sought compensation for the substantialexpense it allegedly incurred in fighting the Kaulas'"contemptuous" violations of the citation lien and the restrictionsagainst transfer of Norcon property.  Mid-American claimed that theKaulases repeatedly sought to conceal Norcon's property bydiverting funds into the Norenco and Patricia Kaulas checkingaccounts, and then disbursing money out of Patricia's account topay subcontractors on the Lane and Ruff projects and to coverpersonal expenses.  Mid-American further asserted that Douglastestified untruthfully at the citation proceedings, stating thatNorcon had no employees, and attempting to mislead Mid-American'scounsel regarding the whereabouts and availability of documentsresponsive to the citation.  Mid-American requested reasonableattorney fees in the amount of $24,520, plus expenses totalling$3,098.25, incurred in prosecuting the citation proceedings.  Thetrial court awarded it costs in the amount of $2,346.20, butotherwise denied the petition.     Mid-American now argues that the court erred in refusing tofind the Kaulases in contempt either under section 2-1402(d)(1) or,alternatively, under the court's inherent power.     Section 2-1402(d)(1) authorizes a court to "punish any partywho violates the restraining provision of a citation as and for acontempt, or if the party is a third party[, to] enter judgmentagainst him or her in the amount of the unpaid portion of thejudgment and costs allowable under this section***."  735 ILCS 5/2-1402(d)(1) (West 1994).  Apart from this section, judges haveinherent discretion to punish contemptuous behavior, and they arenot strictly bound in this regard by the Code (735 ILCS 5/1-101 etseq. (West 1995)).  See, e.g., Welch v. City of Evanston, 181 Ill.App. 3d 49, 56, 536 N.E.2d 866 (1989); Comet Casualty Co. v.Schneider, 98 Ill. App. 3d 786, 793, 424 N.E.2d 911 (1981).  Thecourt may properly assess attorney fees as a sanction as long asthe fees have been proven reasonable through detailed records. Welch, 181 Ill. App. 3d at 56; see also Frank B. Hall & Co. v.Payseur, 99 Ill. App. 3d 857, 860, 425 N.E.2d 1002 (1981); Comet,98 Ill. App. 3d at 793 (an appropriate sanction is fees coveringthe cost of the contempt proceeding).     However, the determination to enter a contempt finding is amatter of discretion with the trial court that cannot be disturbedon review absent an abuse of that discretion.  Frank B. Hall, 99Ill. App. 3d at 860.  Further, the supreme court has restricted thepropriety of a contempt finding under 2-1402(d)(1) against thirdparties who dispose of property of the judgment debtor in goodfaith, though erroneously.  Specifically, in interpreting thatportion of section 2-1402(d)(1) quoted above, the court stated thefollowing:    "It would appear, however, that the appropriate punishment    for a third-party respondent in a citation proceeding who    has a color of a legitimate claim to the property and    disposes of the property in violation of the prohibition of    the citation, and the claim later proves not to be valid,    would be by way of the judgment remedy provided."      Bank of Aspen v. Fox Cartage, Inc., 126 Ill. 2d 307, 320, 533N.E.2d 1080 (1989), citing 735 ILCS 5/2-1402(d)(1) (West 1994).     In this case, the court declined to make a finding of contemptagainst the Kaulases, apparently concluding that Mid-American'sproof was conclusory and otherwise insufficient, and that theKaulases were entitled to a hearing before such a finding.  Thecourt also apparently found that, although Douglas violated therestriction against the transfer of Norcon's assets, "he did not doit with malice aforethought."     However, it is impossible to verify this fact, or to ascertainwhether the court abused its discretion in refusing to find theKaulases in contempt, because Mid-American has failed to includethe transcript of the fee hearing in the record on appeal.  Thejudge may have determined under Aspen that the Kaulases, as thirdparties in this case, appropriated Norcon's property believing theyhad a right to do so.       In any event, the award of sanctions lies within thediscretion of the trial court, and there is no basis to concludethat the court abused its discretion in this case.      Mid-American also argues that it should be awarded its costson appeal.  It has failed to cite relevant authority on this point,and in any event, an award of costs would be inappropriate in lightof our determination above.  Thus, Mid-American's request mustfail.       For the foregoing reasons, the judgment of the circuit courtdenying Mid-American's request for attorney fees is affirmed.  Thejudgment against the Kaulases on the citation petition is reversed,and this case is remanded for proceedings consistent with thisopinion.     Affirmed in part, reversed in part and remanded.     CAHILL and O'BRIEN, JJ., concur.