Knight Furniture Co., Inc. - Page 3




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          several job responsibilities.  David Pedigo was shocked by his              
          removal from the board and by the major changes to his employment           
          responsibilities and income, but he did not retaliate and did not           
          threaten to quit.                                                           
          Liquid Assets                                                               
               Petitioner sustained increases in the amount of its retained           
          earnings and profits, during the years in issue, as follows:                
                                      Retained           Increase                     
                      Year       Earnings & Profits      in Amount                    
                      1995           $6,450,910          $243,273                     
                      1996           6,644,238           193,328                      
                      1997           6,804,671           160,433                      
               Petitioner’s short-term investments were primarily                     
          certificates of deposit and money market funds.  Petitioner’s               
          cash on hand and short-term investments were $1,976,779,                    
          $1,599,756, and $2,038,430 at yearend 1995, 1996, and 1997,                 
          respectively.                                                               
               Petitioner historically and as a matter of corporate policy            
          maintained high levels of liquidity.  Petitioner also had a                 
          policy of not incurring substantial amounts of debt.                        
          Petitioner’s liquid assets available for 1995 through 1997 were             
          as follows:                                                                 












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