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estate trusts, the property had a total value of $1.8 million or
$900,000 to each trust. According to an analysis that Mr.
Michael Lipof, an appraiser, performed, the Walpole property had
a value of $550,000 as of December 31, 1995. At the time that
the aforementioned properties were transferred, they were all
subject to long-term leases with independent third parties.
(2) Each of the aforementioned real estate trusts had as its
100-percent beneficiary a separate FLP. In October 1995, the
following FLPs were formed: The RMA Smithfield/Walpole Family
Limited Partnership (RMA FLP), the DAC Tyngsboro Family Limited
Partnership (DAC FLP), and the DAS Tyngsboro Family Limited
Partnership (DAS FLP). On October 6, 1995, the Smithfield
property was deeded to the RMA FLP.10 The stated purpose of the
FLPs was to “acquire, own, hold, sell, invest, reinvest and
otherwise deal with the Property and any other investments.”
Under the FLP agreements “all income, deductions, profits, losses
and credits shall be allocated among the Partners in proportion
to their respective Percentage Interests.” With respect to
distributions:
If the General Partner shall determine that there is cash
available for distribution, such cash shall be applied and
distributed:
(a) First, to the discharge, to the extent
required by any lender or other creditor, of debts
10See supra note 8. According to Mr. Lipof’s letter dated
Dec. 31, 1995, the value of the Smithfield property was $320,000.
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