Eddie Cordes, Inc., et al. - Page 8




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               B.   Constructive Dividends From CFC                                   
                    1.   Cash Distributions to John Cordes                            
               On March 16, 1994, CFC issued to John Cordes a check for               
          $800,000.  On that same day, Mr. Cordes, or someone on his                  
          behalf, endorsed the check for $800,000 over to CFC, and CFC                
          deposited the check in its own account.  CFC recorded this                  
          transaction as a liability in CFC’s account titled “Note                    
          Payable--John J. Cordes” (John Cordes’s loan account).                      
               During 1994, CFC issued 12 checks totaling $94,000 to John             
          Cordes.  Each was charged to John Cordes’s loan account.  John              
          Cordes returned to CFC $4,000 of the $94,000 received.7  During             
          1995, CFC issued 23 checks totaling $430,000 to John Cordes.                
          Each was charged to John Cordes’s loan account.  Six of the 23              
          checks, totaling $180,000, were deposited in Mrs. Cordes’s                  
          personal checking account.                                                  
               John Cordes failed to report the $800,000 distribution or              
          any of the other payments as any type of income in 1994 or 1995.            
          He did, however, report $20,000 of interest income from CFC in              
          1995.                                                                       
               Also on March 16, 1994, John Cordes transferred to Mr.                 
          Cordes legal title to 500 shares of stock in John Cordes, Inc.              
          This transaction was recorded in the “Minutes of Special Meeting            
          of Shareholders of John Cordes, Inc.”.                                      


               7The record does not disclose the circumstances regarding              
          John Cordes’s return of funds to CFC or the manner in which the             
          transaction was reported on CFC’s books.  The circumstances are             
          not relevant in light of our holding.                                       




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