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18,274 of their 31,000 shares (a total of 73,096 shares). Each
of the four founders received $1,215,000 for the 18,274 shares of
stock they sold.
4. Petitioner's Gifts of Stock
On February 6, 1987, petitioner gave 1,000 shares of
original One Price stock to Mrs. Groves. In March 1987, he gave
3,000 shares to his children.
5. OPCS, Inc.
In March 1987, the founders of original One Price decided to
make a public offering of its stock and to reincorporate the
original One Price in Delaware. On April 6, 1987, they filed
articles of incorporation in Delaware for OPCS, Inc. The
original One Price owned all of the outstanding shares of OPCS,
Inc., stock.
On April 8, 1987, the original One Price merged into OPCS,
Inc. OPCS, Inc., was the surviving corporation and changed its
name to One Price Clothing Stores, Inc. (OPCS). As a result of
the merger, the original One Price shareholders received
10.120811 shares of OPCS stock for each of their shares in the
original One Price.
Petitioners received a total of 412,179 shares of OPCS
stock; petitioner received 402,059 shares, and Mrs. Groves
received 10,120 OPCS shares. Petitioner received six stock
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