Lakewood Associates, Robert G. Moore, Tax Matters Partner - Page 3

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            Beach, Virginia, at the time the petition was filed.  In 1987,                            
            Lakewood purchased approximately 632 acres of unimproved real                             
            estate located on Elbow Road in Chesapeake, Virginia, to                                  
            construct single-family homes in a residential development to be                          
            called Elbow Lake Estates (Elbow Lake property).  Lakewood                                
            purchased the property from R.G. Moore Building Corp. (Moore                              
            Corp.) for a purchase price of $8,860,000 and granted Moore Corp.                         
            a 55-percent general partnership interest in the Lakewood                                 
            partnership.  Lakewood intended to develop the property in                                
            conjunction with an adjacent 59.7-acre property, the Boy Scout                            
            Tract, owned by Lakewood's tax matters partner, Robert G. Moore.                          
            Mr. Moore has been a real estate developer and contractor for                             
            over 40 years.                                                                            
                  At the time Lakewood acquired the property, it was zoned for                        
            agricultural use.  On February 8, 1988, Lakewood applied for                              
            rezoning of the Elbow Lake property from an agricultural district                         
            to a single-family residential district.  Following a public                              
            hearing, a staff report to the Chesapeake Planning Commission                             
            recommended that the Commission deny Lakewood's proposed rezoning                         
            because the proposed residential development would create traffic                         
            and education demands that could not be met by Lakewood's or the                          
            city's budget.  In addition, the staff report cited problems with                         
            the planned sewer system on the property, which did not meet city                         
            requirements, and the local government's inability to serve the                           

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