Estate of H.A. True, Jr. - Page 43




                                       - 13 -                                         
                   2.  True-Brown Partnerships                                        
              Dave True and Doug Brown jointly pursued other business                 
          ventures (collectively, True-Brown partnerships).  Among them was           
          True & Brown Drilling Co., a partnership formed in 1951 that                
          engaged in contract drilling and also acquired working interests            
          in oil and gas properties.  Dave True worked long hours in the              
          field on the drilling rigs, while Doug Brown worked regular hours           
          in the Casper office.  Dave True came to believe that he was                
          contributing more than 50 percent of the efforts required to run            
          the company.  In 1954, Dave True offered to sell his interest, or           
          to buy Doug Brown’s interest, at a stated price.  Doug Brown                
          chose to sell his interests in all the True-Brown partnerships,             
          and Dave True financed his purchase through an oil payment (bank            
          loan payable out of oil production).5                                       
              These experiences influenced Dave True’s business philosophy            
          and generated his interest in using buy-sell agreements.  Dave              
          True decided that he never again would incur outside debt to                
          finance acquisitions and that he would allow only family members            
          to be his partners in future business ventures.                             



               5Other than intimations that the purchases and sales of the            
          outsiders’ interests in Reserve Drilling and the True-Brown                 
          partnerships were at arm’s length, there is no indication in the            
          record how the purchase prices in these transactions were                   
          established.  See infra pp. 16-17 with respect to purchases-                
          redemptions of outside shareholders’ interests in Belle Fourche             
          Pipeline Co.                                                                





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