Gary L. Pierce - Page 4

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          shareholder of Mary Catherine from its incorporation through                
          1991, the final year in issue.  Petitioner is also the only                 
          shareholder of Deanne Lynn Realty Co. (Deanne Lynn), another S              
          corporation.                                                                
               Since 1986, the business formerly conducted exclusively by             
          Derekseth has been divided as follows among petitioner's three              
          corporations.  Mary Catherine acquires land; obtains zoning,                
          wetlands, and subdivision approvals; improves the land by                   
          clearing vegetation, building roads, installing utilities, and              
          subdividing the land into lots; and then sells the subdivided               
          lots to residential builders, including Derekseth.  Derekseth               
          purchases lots from Mary Catherine and other developers and                 
          builds houses on them.  As agent for Derekseth, Deanne Lynn then            
          sells the houses and lots, generally to individuals.  After Mary            
          Catherine was formed, Derekseth transferred to Mary Catherine by            
          quitclaim deed its holdings of raw land and building lots.                  
               During 1987, Mary Catherine acquired 869 acres of land (the            
          Ridge) in East Granby, Connecticut.  Some of the Ridge was                  
          purchased by Mary Catherine directly; the rest was transferred to           
          Mary Catherine by Derekseth and petitioner.  During 1988                    
          Derekseth assigned to Mary Catherine by quitclaim deed 140 acres            
          of land (Minnechaug) in Glastonbury, Connecticut.                           
               Commencing in 1989, the real estate market in Connecticut              
          became depressed.  The numbers of sales and sale prices of                  





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