Douglas P. McLaulin, Jr. et al. - Page 4




                                                - 4 -                                                  
                  Sunbelt was incorporated in 1981.2  Initially, its sole,                             
            equal shareholders were Craney, Ridge, and an otherwise unrelated                          
            individual, John L. Hutto (Hutto).  In 1986, Craney’s shares of                            
            stock were redeemed by Sunbelt, and, from then until January 15,                           
            1993, Ridge and Hutto were the sole, equal shareholders of                                 
            Sunbelt.  Hutto was president of Sunbelt and chairman of its                               
            board of directors.  He was responsible for all executive                                  
            functions of Sunbelt.  Sunbelt produced and sold pressure-treated                          
            lumber.  That business was profitable.  In February 1989, based                            
            on Hutto’s experience in the millwork business (manufacturing                              
            doors and window frames), Sunbelt entered the millwork business                            
            (the millwork division).  The millwork division lost money from                            
            its inception to its shutdown in mid-1990.  Because of Sunbelt’s                           
            management’s focus on the millwork division, Sunbelt’s core                                
            business (pressure-treating lumber) also suffered.  Nonetheless,                           
            Sunbelt had over $1.8 million in retained earnings as of the                               
            close of its fiscal taxable year ended June 26, 1993.                                      
            Events Leading to Ridge’s Distribution of the Sunbelt Stock to                             
            Ridge’s Shareholders                                                                       
                  In 1982, Sunbelt began to borrow money from Citrus and                               
            Chemical Bank, in Bartow, Florida (the Bank), pursuant to a                                

                  2     There is a conflict between Stipulation of Facts 15,                           
            which recites that Sunbelt was incorporated in 1983, and Exhibit                           
            43-J, Form 1120, U.S. Corporation Income Tax Return, 1992, for                             
            Sunbelt, which states that Sunbelt’s date of incorporation is                              
            Oct. 16, 1981.  We may disregard a stipulation where it is                                 
            clearly contrary to the evidence in the record, and we do so                               
            here.  See Jasionowski v. Commissioner, 66 T.C. 312, 318 (1976).                           




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