- 21 -                                         
          Net Income      Shareholder's                                               
          Year Ended           Sales       After Taxes        Equity                  
          Feb. 28, 1986      $61,499,000    ($3,591,000)    ($1,489,000)              
          Feb. 28, 1987       58,515,000        823,000       2,848,000               
          Feb. 29, 1988       53,854,000      1,561,000       4,082,000               
          Feb. 28, 1989       57,672,000       (504,000)      1,037,000               
          Feb. 28, 1990       60,960,000        (71,000)      1,212,000               
          Feb. 28, 1991       56,883,000        362,000       1,508,000               
          Mr. Ruf's Loans to Petitioner                                               
               At approximately the same time that petitioner paid                    
          $1,454,746 to Mr. Ruf during its fiscal year ended February 28,             
          1989, Mr. Ruf lent petitioner approximately $925,000.  At ap-               
          proximately the same time that petitioner paid $2,600,000 to Mr.            
          Ruf during its fiscal year ended February 28, 1990, Mr. Ruf lent            
          petitioner approximately $2 million.                                        
          Mr. Neiman                                                                  
               Throughout the years at issue, Mr. Neiman owned interests in           
          the original notes and the replacement notes issued in connection           
          with the sale of petitioner's stock to Mr. Ruf and the UBM note             
          that the former shareholders and Mr. Ruf purchased.  Until                  
          January 1988, Mr. Neiman remained on petitioner's payroll and               
          retained an office next to Mr. Ruf's office.  After January 1988,           
          Mr. Neiman decided that he no longer wanted to be on petitioner's           
          payroll; nonetheless, throughout the remaining years at issue,              
          Mr. Ruf allowed Mr. Neiman to use one of petitioner's offices.              
          Prior to, during, and after the years at issue, Mr. Neiman re-              
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