Leonard Pipeline Contractors, Ltd. - Page 3

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          directly or through joint ventures in the United States, Canada,            
          Saudi Arabia, and Mexico. Mr. Leonard has been petitioner’s                 
          president since its inception.                                              
               Leonard Baun Holdings, Ltd. (LBH), another Canadian                    
          corporation, originally owned 51 percent of petitioner’s common             
          stock and 50 percent of its preferred stock. The remaining 49               
          percent of petitioner’s voting stock and 50 percent of its                  
          preferred stock were owned by an unrelated publicly held company.           
               At the time petitioner was organized, Mr. Leonard owned 75             
          percent of the LBH stock and R.W. Baun owned 25 percent.1  In               
          October 1977, LBH sold to petitioner all of its assets (except for          
          its participation right in three major pipeline construction                
          contracts) for Can$6 million and its goodwill for Can$700,000.              
               In 1978, two additional Canadian corporations were organized,          
          R.L. Leonard Holdings, Ltd. (RLLH) and R.L. Leonard Consultants             
          (RLLC). Mr. Leonard owned all the stock in these corporations.              
               In 1979, LBH was renamed Leonard Pipeline Holdings, Ltd.               
          (LPH).  In 1983, a new Canadian corporation was formed, Leonard             
          Pipeline Construction, Ltd. (LPC).  This corporation was owned by           
          LPH, which was owned by RLLH.                                               
               In 1984, LPH, RLLH, and RLLC consolidated. RLLH was the                
          surviving corporation, with Mr. Leonard its sole shareholder.  RLLH         
          owned 100 percent of both LPC and petitioner.                               

               1    Mr. Baun's stock in Leonard Baun Holdings, Ltd. was               
          redeemed in 1979.                                                           




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