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machines sold, leased, licensed, and sublicensed. Plymouth
leased and licensed seven Sentinel EPE recyclers. SAB
Reclamation was to lease and license eight recyclers, according
to its offering memorandum, but the SAB Reclamation partnership
tax return for 1982 indicates that it leased and licensed only
four recyclers.
For convenience, we refer to the series of transactions
among PI, ECI Corp., F & G Corp., each of the Partnerships, FMEC
Corp., and PI as the Partnership transactions. In addition to
the Partnership transactions, a number of other limited
partnerships entered into transactions similar to the Partnership
transactions, also involving Sentinel EPE recyclers and Sentinel
expanded polystyrene (EPS) recyclers. We refer to these
collectively as the Plastics Recycling transactions.
B. The Partnerships
Plymouth and SAB Reclamation are New York limited
partnerships that were formed in late 1981 and early 1982,
respectively. The general partner of Plymouth is Richard Roberts
(Roberts).
SAB Reclamation was organized and promoted by Stuart Becker
(Becker), a certified public accountant (C.P.A.) and the founder
and principal owner of Stuart Becker & Co., P.C. (Becker Co.), an
accounting firm that specialized in tax matters. Becker
organized a total of six recycling partnerships (the SAB
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