Robert D. Booth and Janice Booth, et al. - Page 33

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          IV.  The Trust's Financial Information                                      
               A.  Overview                                                           
               The Trust began accepting contributions from employers in              
          November 1988.  As of June 30, 1992, the Trust had received                 
          $92,273,952 in contributions, broken down as follows:                       
          $15,852,213 in 1988, $29,453,541 in 1989, $25,281,057 in 1990,              
          $14,178,375 in 1991, and $7,508,766 in 1992.                                
               Prime never valued the Trust as a whole, and Prime never               
          filed a Form 5500 (Annual Return/Report of Employee Benefit Plan)           
          for the Prime Plan as a whole.  Neither the Prime Plan nor the              
          Trust had a 1988 Form 1041 (U.S. Fiduciary Income Tax Return)               
          filed on its behalf.  Norstar Trust Co. of Rochester, New York,             
          filed 1989 and 1990 Forms 1041 that reported the following items            
          of income and expense for a complex trust named "Prime Financial            
          Benefits Trust--New York" (E.I.N. 86-0633138) (the New York                 
          Trust):                                                                     
                                             1989          1990                       
               Tax-exempt income            $10,905     $64,477                       
               Total income                   - 0 -       - 0 -                       
               Fiduciary fees      500     10,623                                     
               Total deductions    - 0 -      - 0 -                                   
               Taxable income      - 0 -       - 0 -                                  
               Total tax      - 0 -       - 0 -                                       
          Security Pacific filed 1990 through 1994 Forms 1041 that reported           
          the following items of income and expense for the Trust, listed             








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