J. Randall and Jane B. Groves - Page 4




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          issued 30,000 shares of common stock with a par value of $1 per              
          share.  On June 29, 1984, petitioner bought 3,000 shares of J.K.             
          Apparel stock for $3,000.  The owners of J.K. Apparel's shares               
          were as follows:                                                             
                         Number of            Percentage of       Cost                 
          Shareholder    shares purchased     shares purchased     basis               
          Arlene Karp         12,000               40%            $12,000              
          Henry Jacobs        12,000               40             12,000               
          Petitioner          3,000                10             3,000                
          Raymond Waters      1,500                5              1,500                
          John Waters         1,500                5              1,500                
               Total          30,000          100                 30,000               
               On August 23, 1984, J.K. Apparel opened its first one price             
          women's clothing store in South Carolina.                                    
               2.   One Price Clothing Stores, Inc.                                    
               In 1985, petitioner and the other shareholders of J.K.                  
          Apparel decided to change the name of the corporation and to                 
          reincorporate in South Carolina.  On August 28, 1985, One Price              
          Clothing Stores, Inc. (the original One Price), was incorporated             
          in South Carolina.                                                           
               On August 30, 1985, J.K. Apparel merged into the original               
          One Price.  The original One Price was the surviving corporation.            
          As part of the merger, the shareholders of J.K. Apparel received             
          10 shares of original One Price common stock for each of their               
          shares of J.K. Apparel.  Thus, petitioner received 30,000 shares             
          of original One Price common stock in exchange for his 3,000                 
          shares of J.K. Apparel stock.                                                







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