J. Randall and Jane B. Groves - Page 6




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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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