J.J. Zand - Page 153

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                                     A. Lockheed                                      
               Petitioner did business with Lockheed Aircraft Corporation             
          (Lockheed)6 through four entities.  One entity was a corporation            
          located in the Bahamas called Western Hemisphere Industrial &               
          Petroleum Corporation (WHIP), which was formed in 1969.  WHIP               
          share certificates were issued in the names of nominees for                 
          petitioner, although at one point WHIP is referred to by one                
          company as a nominee for the National Iranian Oil Company (NIOC).           
          Petitioner had an ownership interest in WHIP.  Price Waterhouse,            
          the resident agent for WHIP, was given instructions from                    
          petitioner and was paid by petitioner.  The banking and other               
          business activities of WHIP were handled by petitioner and his              
          CTC employees.                                                              
               Petitioner's first expression of the idea to use the WHIP              
          entity appeared in a letter dated January 14, 1969, from                    
          petitioner to Iran's then Prime Minister.  Petitioner outlined              
          the terms of an agreement that he proposed to negotiate for the             
          purchase of oil by Iran, explaining that the "mechanics for                 
          implementation" of the arrangement would involve WHIP.                      
          Petitioner's letter also indicated that disposition of WHIP                 
          shares would be at the discretion of the Prime Minister and that,           



          6 Petitioner participated in business transactions with a number of         
          companies and their affiliates.  Respondent did not distinguish among these 
          affiliates in the notices of deficiency.  For purposes of this opinion, it is
          irrelevant which of the affiliates dealt with petitioner; therefore, we do not
          distinguish between them in the findings of fact.  Each company and all of its
          relevant affiliates will be referred to under one generic name.             



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