FRGC Investment, LLC, James P. Mehen, Tax Matters Partner - Page 7




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          sale of one-half of Cherry’s interest in the Flagstaff Ranch                
          Water Co. instead of Cherry’s full interest pursuant to the 1996            
          purchase agreement.                                                         
               Petitioner and Walker prepared an offer and submitted it to            
          Rex Maughan for approval.  Petitioner sent a letter to FRGC’s               
          investors in early January, calling for a meeting on January 12,            
          1998, to vote on whether to proceed with the new purchase                   
          agreement.  FRGC’s operating agreement provided that more than              
          one-half of the 50 outstanding partnership units had to agree to            
          continue with the partnership.  Although 16 units voted for                 
          redemption of their interests in FRGC, 34 units voted to continue           
          with the partnership.  Each redeemed unit received $11,000, which           
          was $14,000 less than what was paid for the unit.                           
               FRGC and Cherry executed a new real estate purchase                    
          agreement (1998 purchase agreement) on January 15, 1998.                    
          Flagstaff Ranch issued its private offering memorandum on                   
          February 10, 1998.  Cherry conveyed the subject property directly           
          to Flagstaff Ranch on June 29, 1998, and the parties closed                 
          escrow on June 30, 1998.                                                    
          General Development Plans                                                   
               In March 1999, a new general development plan report (March            
          1999 plan) was presented to the Coconino County Board that                  
          substantially complied with the zoning approved in the 1983                 
          minutes.  The Coconino County Board approved some of the March              






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