Eddie Cordes, Inc., Transferee - Page 3




                                        - 3 -                                         
               On October 1, 1997, Cordes Finance Corp. and petitioner                
          entered into an “Agreement and Plan of Merger of Cordes Finance             
          Corp. with and into Eddie Cordes, Inc.” (merger agreement), under           
          which Cordes Finance Corp. merged into petitioner.  On December             
          30, 1997, the merger was effected under Oklahoma State law, and             
          Cordes Finance Corp. ceased to exist.                                       
               The terms of the merger agreement provided that all of                 
          Cordes Finance Corp.’s property, debts, and liabilities became              
          petitioner’s property, debts, and liabilities.  Specifically, the           
          merger agreement provided as follows:                                       
               From and after the Effective Date,[4] the Surviving                    
               Corporation[5] * * * shall be liable and responsible for               
               all the liabilities and obligations of the Constituent                 
               Corporations.  The rights of the creditors of the                      
               Constituent Corporations, or of any person dealing with                
               such corporations, or any liens upon the property of                   
               such corporations, shall not be impaired by this                       
               merger, and any claim existing or action or proceeding                 
               pending by or against either of such corporations may                  
               be prosecuted to judgment as if this merger had not                    
               taken place, or the Surviving Corporation may be                       
               proceeded against or substituted in place of the                       
               Merging Corporation.                                                   






               4The effective date of the merger agreement was defined                
          therein as 2 p.m., Oct. 1, 1997.  The actual effective date of              
          the merger was Dec. 30, 1997.                                               
               5“Surviving Corporation” and “Merging Corporation” are                 
          defined in the merger agreement as Eddie Cordes, Inc.                       
          (petitioner), and Cordes Finance Corp., respectively.  The merger           
          agreement further provides that “Constituent Corporations” refers           
          collectively to Eddie Cordes, Inc., and Cordes Finance Corp.                




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