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are to the Tax Court Rules of Practice and Procedure, unless
otherwise indicated.
The Schuler Family Businesses
Minn-Kota Ag Products, Inc.
At sometime during the late 1930's or early 1940's, the
parents of decedent and decedent's brother, George M. Schuler,
Jr. (decedent's brother or George), established Schuler Grain
Co., a grain elevator business located in the Red River Valley
region of west central Minnesota. Decedent and his brother
expanded the grain elevator business into a full-service
agricultural center by selling farmers seed and fertilizer in the
spring and by buying grain from them at harvest time. When
chemical supplements became available for agricultural use,
decedent and his brother sold the farmers the chemicals. Upon
the demise of their parents, decedent and his brother became the
owners of the business.
In 1986, Schuler Grain Co. reorganized into a corporation
called Minn-Kota Ag Products, Inc. (Minn-Kota). Minn-Kota issued
class A voting common stock, all of which was owned by an
unrelated employee, and nonvoting noncumulative preferred stock.
In 1989, all of the Minn-Kota voting common stock was acquired by
George's son, George M. Schuler III (Jody), and the preferred
stock converted into restricted class B common stock, which was
owned by decedent, decedent's son, Jay Schuler (Jay), George, and
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