Baine P. and Mildred C. Kerr - Page 7




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          percent general partnership interest; and (3) a combined 97.07-             
          percent class B limited partnership interest.                               
          Kerr Interests Limited Partnership                                          
               On December 31, 1993, petitioners, their children, and KFLP            
          executed an agreement forming the Kerr Interests Limited                    
          Partnership (KILP) under TRLPA.  Petitioners made all capital               
          contributions to KILP in the form of stocks, bonds, and real estate         
          with an aggregate fair market value of approximately $11 million.           
          The Kerr children did not make any capital contributions to KILP.           
               At the time KILP was formed, petitioners were the sole general         
          partners. However, petitioners immediately assigned all of their            
          general partnership interest in KILP to KFLP and a portion of their         
          class B limited partnership interest in KILP to KFLP and the Kerr           
          children.  In particular, KFLP received a 2-percent general                 
          partnership interest and an 18-percent class B limited partnership          
          interest in KILP, while the Kerr children each received a .0785-            
          percent class B limited partnership interest in KILP.  There is no          
          evidence in the record that petitioners executed a written consent          
          admitting KFLP as a general partner of KILP.                                
          Following the transfers described above, petitioners retained               
          a combined 100-percent class A limited partnership interest in              
          KILP7 and a combined 76.686-percent class B limited partnership             
          interest.                                                                   

               7  Pursuant to sec. 5.01 of the KILP partnership agreement,            
          class A limited partners were entitled to an annual guaranteed              
          payment.                                                                    




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