L&C Springs Associates, Solomon A. Weisgal Investment Associates, Tax Matters Partner, et al. - Page 5

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                  L&C Springs’ two original general partners were Solomon A.                          
            Weisgal Investment Associates (SAWIA)2 and Century Capital Corp.                          
            (Century Capital).3                                                                       
                  L&C Springs' limited partners included, among others, First                         
            Rate Investments, a partnership composed of members of Kanter's                           
            family and trusts established for the benefit of members of                               
            Kanter's family.                                                                          
                  As of 1981 and throughout the years in issue, Tanglewood was                        
            a wholly owned subsidiary of The Holding Co., a Delaware                                  
            corporation, with its principal place of business in Chicago,                             
            Illinois.4  The same few individuals (namely, Kanter, Solomon A.                          
            Weisgal (Weisgal), and Boggio) who controlled Tanglewood and The                          
            Holding Co. also controlled L&C Springs and the activities of L&C                         
            Springs.  The transactions entered into between Tanglewood and                            

            2     As of 1981, SAWIA's general partner was the Solomon A.                              
            Weisgal Revocable Trust, Solomon A. Weisgal, co-trustee, and the                          
            limited partners were all members of or entities for the benefit                          
            of Solomon A. Weisgal's immediate family.                                                 
            3     Century Capital Corp. was a Delaware corporation, the                               
            beneficial owners of which were entities for the benefit of                               
            Solomon A. Weisgal's immediate family and a trust for the benefit                         
            of Sharon Meyers, president of First Rate Investments (a limited                          
            partner of L&C Springs).                                                                  
            4     From 1977 through 1982 and from 1990 through 1991, Burton W.                        
            Kanter served as president of The Holding Co.  From 1977 through                          
            1982, Solomon Weisgal served as vice president of The Holding                             
            Co., and from 1982 through 1986, he served as president of The                            
            Holding Co.  From 1987 through 1989, Joshua Kanter, son of                                
            Burton W. Kanter, served as president of The Holding Co.  The                             
            shareholders of The Holding Co. constituted, in large part,                               
            trusts for the benefit of Burton W. Kanter, Solomon Weisgal, and                          
            their family members.                                                                     




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