Oreland A. and Lucille S. Thornsjo - Page 8




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          partnership had no prior operating history; (4) the limited                 
          partners would have no control over the conduct of the                      
          partnership’s business; (5) there was no established market for             
          the Sentinel EPS recyclers; (6) there are no assurances that                
          market prices for virgin resin will remain at their current costs           
          per pound or that the recycled pellets will be as marketable as             
          virgin pellets; and (7) certain potential conflicts of interest             
          exist.                                                                      
               The offering memorandum contained a marketing opinion by               
          Stanley Ulanoff (Ulanoff) and a technical opinion by Samuel                 
          Burstein (Burstein).  Ulanoff owned a 4.37-percent interest in              
          Taylor Recycling Associates, which purported to lease four                  
          plastic recyclers, and Burstein owned a 5.8-percent interest in             
          Jefferson Recycling Associates, which also purported to lease               
          four plastic recyclers.  The offering memorandum disclosed that             
          Burstein was a client of PI’s corporate counsel.  The offering              
          memorandum also warned potential investors not to rely on the               
          statements and opinions contained in the memorandum, but to                 
          conduct an independent investigation.                                       
          C.  Partnership-Level Litigation                                            
               On March 3, 1989, respondent issued Notices of Final                   
          Partnership Administrative Adjustment (FPAA) to Hamilton’s tax              
          matters partner (TMP) for 1982, 1983, and 1984.  Subsequently, on           
          March 13, 1989, copies of these FPAA’s were issued to Thornsjo,             
          Woolf, and Furlong.  In the FPAA’s, respondent disallowed the               




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