James H. Swanson and Josephine A. Swanson - Page 4

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          A. Factual Background                                                       
               Petitioners resided in Florida at the time the petition was            
          filed.  At all times relevant to the following discussion,                  
          petitioner was the sole shareholder of H & S Swansons' Tool                 
          Company (hereinafter, Swansons' Tool), which has operated as a              
          Florida corporation since 1983.2  Swansons' Tool elected to be              
          taxed as a subchapter S corporation effective in 1987.                      
               Swansons' Tool is in the business of building and painting             
          component parts for various equipment manufacturers.  As a part             
          of these activities, Swansons' Tool manufactures and exports                
          property for use outside the United States.                                 
               1. The DISC and IRA #1                                                 
               Following the advice of experienced counsel, petitioner                
          arranged in the early part of January 1985 for the organization             
          of Swansons' Worldwide, Inc., a domestic international sales                
          corporation (hereinafter the DISC or Worldwide).  During this               
          period, petitioner also arranged for the formation of an                    
          individual retirement account (hereinafter IRA #1).                         
               The articles of incorporation for Worldwide were filed on              
          January 9, 1985, and under the terms thereof petitioner was                 
          named the corporation's initial director.  Shortly thereafter,              



          2                                                                           
               Initially organized as a corporation in the State of                   
          Illinois, Swansons' Tool was subsequently merged into a newly               
          formed Florida corporation of the same name on Dec. 30, 1983.               




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