Estate of H.A. True, Jr. - Page 109




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          They therefore liquidated TOPCO and transferred its crude oil               
          marketing business to a preexisting Wyoming general partnership,            
          Eighty-Eight Oil Co. (Eighty-Eight Oil).                                    
              Dave and Jean True owned 95 percent and 5 percent,                      
          respectively, of Eighty-Eight Oil when they formed it in 1956.              
          In 1975, the four True children each purchased an 8-percent                 
          general partnership interest from Dave True, which reduced his              
          partnership interest to 63 percent.                                         
              The crude oil marketing business operated by Eighty-Eight               
          Oil and its predecessors generated considerable cash-flows; the             
          Trues regarded it as a “cash cow”.  Eighty-Eight Oil often served           
          its partners as a repository of excess cash.  At times, due to              
          disproportionate capital contributions or withdrawals, the                  
          capital accounts of the partners varied widely from their                   
          interests in profits and losses.  During the 1990's, Eighty-Eight           
          Oil transacted most of its business with unrelated parties.                 
              Black Hills Trucking, Inc. (Black Hills Trucking), began as             
          a division of Black Hills Oil that transported crude oil to                 
          pipelines.  Its services grew to include moving drilling rigs and           
          hauling water, livestock, products, and pipe for related and                
          unrelated customers.  As a result of the expansion of the                   
          activities of Black Hills Trucking, and regulatory price caps               
          imposed on Black Hills Oil, the True family decided to make Black           
          Hills Trucking a separate entity.                                           






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