H Enterprises International, Inc., and Subsidiaries - Page 6

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          directors comprised of Eugene U. Frey and “MF” (we assume, Mary             
          Frey).                                                                      
               (2)  O’Leary, Byrne, Bertelsen Investment Division.  The               
          stated purposes of this division (Investment Division II) include           
          maintaining the “investment account/portfolio” of the O’Leary’s,            
          Byrne’s, and Bertelsen’s interests in any “dividend” paid by                
          Waldorf II.  Decision making for Investment Division II is by a             
          subcommittee of the HEI board of directors composed of Richard E.           
          O’Leary, John E. Byrne, and Anita M. Bertelsen.                             
               (3)  Trident Service Division.  The stated purpose of the              
          Trident Service Division is to provide various services to                  
          Waldorf II and other entities.                                              
               (4)  Trident Associates Venture Management Division.  The              
          stated purpose of this division is to conduct venture management            
          activities on its own behalf and on behalf of certain others.               
          Waldorf II                                                                  
               Waldorf Corp. (Waldorf II), a Delaware corporation, is the             
          subsidiary corporation contemplated in the restructuring plan.              
          On October 1, 1987, Waldorf II received substantially all of the            
          assets of, and assumed substantially all of the liabilities                 
          relating to, the Waldorf business.  During the taxable years in             
          issue, HEI owned all of the outstanding voting shares of                    
          Waldorf II, and Waldorf II was a member of the affiliated group.            







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