Boyd Gaming Corporation, F.K.A. The Boyd Group and Subsidiaries - Page 4

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          (Sam’s Town) during the subject years, (5) John Miner, who joined           
          the Stardust Hotel & Casino (Stardust) in July 1988 and served as           
          its general manager throughout the remainder of the subject                 
          period, and (6) Mary Ann Burns, who joined the Stardust in                  
          October 1988 and served as its director of hotel operations                 
          throughout the remainder of the subject period.                             
               CHC and Boyd are Nevada corporations whose principal offices           
          were in Las Vegas, Nevada, when they petitioned the Court.  For             
          its taxable year ended June 30, 1988 (the 1987 taxable year),               
          CHC was the parent of an affiliated group of corporations that              
          filed a consolidated Federal income tax return.  CHC's affiliated           
          group included:  (1) Sam-Will, Inc., doing business as Fremont,             
          and (2) Mare-Bear, Inc., doing business as Stardust.  CHC also              
          did business as Sam’s Town.  By virtue of a reorganization of the           
          group, Boyd became the parent of the affiliated group beginning             
          with the 1988 taxable year.  Boyd's affiliated group included:              
          (1) CHC, which sometimes did business as Sam’s Town,                        
          (2) Sam-Will, Inc., doing business as Fremont, and (3) Mare-Bear,           
          Inc., doing business as Stardust.                                           
               Petitioners operate CHC, Fremont, Sam's Town, and Stardust             
          (collectively, the Properties).  Each of the Properties is a                
          large resort or hotel complex located in Las Vegas, Nevada.  CHC            
          and Fremont are located downtown.  Stardust is located a "stone's           
          throw" away from CHC and Fremont, in an area commonly known as              
          "the Strip".  Sam's Town is located approximately 6 miles from              
          the Strip and approximately 6 miles from downtown.                          



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