Bill L. and Patricia M. Spencer - Page 6

                                        - 6 -                                         

          the treasurer and chief financial officer.  During 1971, while at           
          Alan Morris, Mr. Spencer became involved in the acquisition and             
          sale of pest control companies.                                             
               Mr. Spencer remained with Alan Morris until 1979 when he               
          organized SSI.  Since SSI's inception, Mr. Spencer has been                 
          employed with SSI which was a C corporation.  Mr. Spencer was               
          SSI's majority shareholder, owning 87 percent,2 at all times                
          relevant to the transactions in the instant case.                           
          SPC-SC Transaction                                                          
               During 1987, SSI nominally sold its South Carolina                     
          operations to Mr. Spencer and one of SSI's top managers, Toney              
          Boozer (Mr. Boozer), in exchange for $1,170,000.  Shortly                   
          thereafter, Mr. Spencer and Mr. Boozer nominally conveyed those             
          same assets to a newly organized S corporation, SPC-SC, in                  
          exchange for $1,170,000.  Mr. Spencer caused SSI to sell its                
          South Carolina assets and operations in an effort to consolidate            
          operations and improve managerial efficiency.  The foregoing                
          transactions (collectively, the SPC-SC transaction) are described           
          in detail below.                                                            
          Carolina Transaction                                                        
               On May 21, 1987, prior to the organization of SPC-SC, Mr.              
          Spencer and Mr. Boozer entered into an agreement (the Carolina              

          2    The record does not disclose who owned the remaining 13                
          percent of SSI's stock.                                                     

Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  Next

Last modified: May 25, 2011