Interhotel Company, LTD., Torrey Hotel Enterprises, Inc., Tax Matters Partner - Page 4

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               Torrey Hotel Enterprises, Inc. (THEI), the tax matters partner         
          of IHCL and petitioner in this case, is a California corporation.           
          All of the outstanding shares of stock of THEI were directly or             
          indirectly owned or controlled by Mr. Manchester or members of his          
          family.                                                                     
          Douglas F. Manchester, PLH, and PGL                                         
               In October 1981, Mr. Manchester and his related companies              
          formed Pacific Landmark Hotel, Ltd. (PLH), a California limited             
          partnership.  PLH was formed for the purpose of constructing,               
          owning, and managing the first of two hotel towers of a resort              
          complex located adjacent to the then-unbuilt San Diego Convention           
          Center.  The first hotel tower was completed in April 1984.                 
               Mr. Manchester formed another limited partnership, Pacific             
          Gateway, Ltd. (PGL), for the purpose of constructing, owning, and           
          managing the second hotel tower.  In October 1985, PGL commenced            
          construction of the second hotel tower; it was completed in October         
          1987.                                                                       
          IHCL and THEI                                                               
               Mr. Manchester formed IHCL to hold interests in PLH and PGL.           
          Under the Agreement of Limited Partnership of IHCL, dated October           
          3, 1985 (the IHCL Original Agreement), the general and tax matters          
          partner of IHCL was THEI, which had a .999-percent interest in IHCL         
          as a general partner and a 99-percent interest as a limited                 
          partner.  Mr. Manchester held the remaining .001-percent interest.          






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