Theodore A. Andros and Joan B. Andros - Page 4

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          A. Andros.  Unless otherwise specified, the term “petitioner”               
          refers to Theodore A. Andros.                                               
               Petitioner received a B.A. in economics and psychology from            
          the University of Nebraska in 1950.  He thereafter entered the U.S.         
          armed services and received the equivalent of an electronics                
          engineering degree.                                                         
               Petitioner is an experienced and sophisticated businessman. He         
          has a basic knowledge of tax law.  Petitioner understands the               
          beneficial treatment accorded to capital gains and knows that               
          excess losses in 1 year can be carried back to the 3 prior years.           
          Hy-Gain Electronics Corp.                                                   
               Petitioner was one of the founders of Hy-Gain Electronics              
          Corp. (Hy-Gain). Hy-Gain manufactured communications equipment.             
          From 1972 through 1976, petitioner was the executive vice president         
          as well as a director and shareholder of Hy-Gain.  His brother,             
          Andrew Andros, was Hy-Gain’s president.                                     
               On March 19, 1976, petitioner sold his shares of Hy-Gain stock         
          for $3.6 million.  He realized a $3,492,989 long-term capital gain          
          from the sale.                                                              
          Real Estate Transactions                                                    
               Upon leaving Hy-Gain, petitioner became involved in real               
          estate transactions, including condominium conversions.  By 1979,           
          he was involved in commercial real estate consulting.  He also had          
          investments in other business enterprises.                                  






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