Taiyo Hawaii Company, Ltd. - Page 3

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                                  FINDINGS OF FACT3                                   
               At the time its petition was filed, petitioner, Taiyo Hawaii           
          Co., Ltd. (Taiyo Hawaii), had its principal place of business in            
          Honolulu, Hawaii.  Petitioner was a Japanese corporation engaged            
          in real estate activity in Hawaii.  Petitioner was incorporated             
          on October 30, 1985, with its outstanding capital stock held by             
          Taiyo Fudosan Kogyo Co. (Fudosan), a Japanese corporation.                  
          Pursuant to an October 31, 1985, merger agreement, Fudosan                  
          transferred its Hawaiian assets to petitioner and its Japanese              
          assets to another related company.                                          
               Fudosan and another Japanese corporation were merged into              
          the Seiyo Corp. (Seiyo), a Japanese corporation, as of January 1,           
          1986.  As part of the merger, Seiyo acquired (and retained                  
          throughout the years in issue) petitioner's issued and                      
          outstanding capital stock.  Seiyo was part of the real estate and           
          tourism group of a Japanese conglomerate, Seibu Saison Group.               
               On October 1, 1988, petitioner's assets included:  Cash;               
          certain receivables; a condominium in Waikiki, Hawaii; a 50-                
          percent interest in a Hawaiian partnership, T-3 Wailea Joint                
          Venture; and certain unimproved real property on the island of              
          Hawaii.  The Hawaiian realty had been held by petitioner since              
          1986, having been acquired by Fudosan between 1973 and 1980.  One           

               3  The parties’ stipulation of facts and the attached                  
          exhibits are incorporated by this reference.                                

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