Robert D. Booth and Janice Booth, et al. - Page 40

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               F.  Young & Young's Withdrawal From the Prime Plan                     
               On August 8, 1994, Howard Young requested that an estimate             
          be calculated for Young & Young's withdrawal from the Prime Plan.           
          VI.  N.L. Booth                                                             
               A.  Overview                                                           
               Robert and Janice Booth (R&J Booth) are husband and wife,              
          and they resided in Scottsdale, Arizona, when they petitioned the           
          Court.  John and Debra Booth (J&D Booth) are husband and wife,              
          and they resided in Scottsdale, Arizona, at the time of their               
          petition.  During the relevant years, Robert Booth was vice                 
          president and secretary of N.L. Booth, a corporation engaged in             
          the construction business in Phoenix, Arizona, and he owned 11.1            
          percent of N.L. Booth's stock.  John Booth was N.L. Booth's                 
          president and treasurer, and he owned 25 percent of N.L. Booth's            
          stock.  N.L. Booth's remaining stock was owned by Phyllis Booth,            
          the mother of John and Robert Booth.                                        
               N.L. Booth's principal place of business was in Arizona when           
          it petitioned the Court.  N.L. Booth reported its operations for            
          Federal income tax purposes on a fiscal year ending July 31, and            
          it used an accrual method on its relevant tax returns.  These               
          returns reported the following information:                                 
          Taxable year ended         07/31/89   07/31/90   07/31/91   07/31/92 07/31/93
          Total income               $612,603 $1,230,318 $1,009,373 $1,235,227 $889,174
          Compensation of officers    176,300    274,600   451,200    437,892  239,200
          Salaries & wages            49,649     74,655    37,76752,014   53,296           
          Pension, profit-shar. plans  40,000      8,500    43,261152,464  150,696          
          Employee benefit programs- 0 -    100,000    56,739- 0 -   - 0 -             
          Taxable income      69,279    478,098    95,100   231,648  101,792          





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