Melvyn L. Bell - Page 6

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          owned the following four entities, each of which operated a theme           
          park:                                                                       
                                       Date or Year                                  
          Subsidiary                    of Acquisition    Percentage Ownership        
          Ozarks Entertainment, Inc.    12/86                    92.5                 
                                       1987                     7.5                  
          Deer Forest, Inc.             1/87                100                       
          The Nygem Co.                 1/87                100                       
          Rapids, Inc.                  2/88                100                       
          Petitioner did not directly own stock in any of the subsidiaries.           
          Petitioner served as the Chairman of BEI's four-member board of             
          directors.  During 1986 to 1988, petitioner did not receive wages           
          from BEI, TELCOR, or any of their subsidiaries.  Nor did                    
          petitioner receive dividends from BEI during these years.                   
               BEI usually purchased the subsidiaries through debt                    
          assumption.  The subsidiaries needed capital to cover their                 
          operating expenses and to stay in business.  The majority, if not           
          all, of the subsidiaries' assets had been encumbered by third-              
          party lenders before BEI or TELCOR acquired the subsidiaries.               
          Because of their poor financial positions, the subsidiaries could           
          not obtain bank loans.  Petitioner used his own assets to obtain            
          financing for the subsidiaries.  He borrowed approximately $14              
          million from banks at about 10-percent interest and pledged his             
          ENSCO stock as collateral.  Petitioner transferred the borrowed             
          funds to BEI and TELCOR, which, in turn, transferred the money to           
          their respective subsidiaries.  BEI also lent money to other                
          businesses that petitioner owned that were not subsidiaries.  BEI           
          and TELCOR each recorded the advances as "Notes Receivable-Melvyn           
          Bell" on a general ledger account.  Petitioner decided the amount           



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