Harry D. Bledsoe and Annie L. Bledsoe - Page 4

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            salesman and became a sales or division manager, where he learned                           
            to hire and train salesmen to sell cemetery plots in advance of                             
            need.  Eventually, petitioner became a sales manager for four                               
            small cemeteries, where he was responsible for all of their sales                           
            in advance of need.  Desiring to build his own cemetery                                     
            operation, petitioner saved his earnings and                                                
            organized/incorporated Resthaven Gardens of Memory, Inc.                                    
            (Resthaven), in 1958.  During the years at issue, petitioner was                            
            the sole shareholder, president, and chairman of the board of                               
            Resthaven.  In 1958, Resthaven entered into certain land option                             
            contracts with petitioner and his then wife, Mary Louise Bledsoe                            
            (Ms. Bledsoe).  Together, they held an undivided three-fourths                              
            interest in land adjoining the Resthaven cemetery.  Wichita                                 
            Developers, Inc., an affiliated corporation, held the remaining                             
            one-fourth interest.  The land option contracts granted                                     
            petitioner and Ms. Bledsoe an interest in the gross sales of                                
                  In 1979, petitioner filed for divorce from Ms. Bledsoe.  The                          
            two owned considerable property during their marriage.  In 1981,                            
            petitioner was granted a divorce, and property division was the                             
            principal issue in the divorce proceedings.  The divorce decree                             
            granted Ms. Bledsoe the right to receive payments from Resthaven                            
            on the land option contracts which had previously been payable to                           

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