Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 3

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          accrual basis for the fiscal years ending June 30 for the years             
          here in issue.  In 1981 the fiscal yearend was changed from March           
          31 to June 30.                                                              
               GSI, BI, and Animal Fair filed a consolidated Federal income           
          tax return for each of the fiscal years ended June 30, 1988,                
          1989, 1990, and 1991.                                                       
               Mr. Schoenecker was born on September 22, 1927.  In 1950 Mr.           
          Schoenecker and Mr. Robert MacDonald (Mr. MacDonald) incorporated           
          BI.  From the time of its incorporation until 1979, Mr.                     
          Schoenecker and Mr. MacDonald each owned 50 percent of the stock            
          of BI.                                                                      
               In 1960 Mr. MacDonald had a driving accident and became a              
          paraplegic.  He returned to work for BI on a part-time basis in             
          1963, and in 1979 he retired as an officer and director of BI               
          because of his health, but remained as a consultant of BI until             
          1988.  On January 12, 1979, Mr. MacDonald sold his 50-percent of            
          the common stock in BI to GSI for $3,079,925.  The terms and                
          conditions of the stock purchase by GSI from Mr. MacDonald were             
          incorporated in an agreement.  The purchase of the 353 shares               
          originally owned by Mr. MacDonald included 17 shares which Mr.              
          MacDonald had given to a charity, which shares were purchased by            
          GSI at the same time and at the same price per share as the                 
          shares which at that time were owned by Mr. MacDonald.  Under the           
          provisions of the stock purchase agreement, GSI paid $175,000 in            





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