Estate of Albert Strangi - Page 7

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          (referred to collectively herein as the contributed property) to            
          SFLP for a 99-percent limited partnership interest in SFLP.  All            
          of the contributed property was reflected in decedent’s capital             
          account.  The fair market value of the contributed property was             
          $9,876,929.  Approximately 75 percent of that value was                     
          attributable to cash and securities.                                        
               Mr. Gulig invited decedent’s children to participate in SFLP           
          through an interest in Stranco, the corporate general partner of            
          SFLP.  Decedent purchased 47 percent of Stranco for $49,350, and            
          Mrs. Gulig purchased the remaining 53 percent of Stranco for                
          $55,650 on behalf of Jeanne Strangi, John Strangi, Albert T.                
          Strangi, and herself.  To purchase the Stranco shares, Jeanne               
          Strangi, John Strangi, and Albert T. Strangi each executed                  
          unsecured notes dated August 12, 1994, to Mrs. Gulig, with a face           
          amount of $13,912.50 and interest at 8 percent.  Stranco                    
          contributed $100,333 to SFLP in exchange for a 1-percent general            
          partnership interest.  Subsequently, as a result of the downward            
          adjustment of the value of decedent’s contributed property,                 
          Stranco’s capital contribution was reduced on its books by $1,000           
          to $99,333, and a receivable was recorded indicating $1,000 due             
          from SFLP.                                                                  
               Decedent and the Strangi children made up the initial board            
          of directors of Stranco, and Mrs. Gulig served as president.  On            
          August 17, 1994, the Strangi children and Mr. Gulig met to                  

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