Sidney C. Shaw - Page 3




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          Shaw’s Gulf                                                                 
               Petitioner was a 44.9-percent shareholder of Shaw’s Gulf and           
          was its president during the years in issue.  As president,                 
          petitioner reviewed the monthly financial statements, approved              
          the annual budget, approved the remodeling projects, and signed             
          the checks.  Shaw’s Gulf paid petitioner compensation of                    
          $64,883.62 and $64,884.00 for 1995 and 1996, respectively, for              
          his services related to Shaw’s Gulf.                                        
               Shaw’s Gulf was in the business of operating convenience               
          stores, gas stations, carwashes, and Western Sizzlin’                       
          restaurants.  During the years in issue, Shaw’s Gulf leased                 
          properties from petitioner and managed the operations of the                
          businesses located on those properties.   The convenience stores            
          that were leased from petitioner and operated by Shaw’s Gulf                
          were:  Buy N Bye #2, Buy N Bye #6, Buy N Bye #7, Buy N Bye #12,             
          Buy N Bye #13, and Conoco Cmart #16.  Shaw’s Gulf also rented an            
          office building located in Stillwater from petitioner that was              
          used as Shaw’s Gulf’s headquarters.  In 1996, Shaw’s Gulf also              
          leased from petitioner and operated a Western Sizzlin’ restaurant           
          located in Ponca City, Oklahoma (Western Sizzlin’ PC), and a                
          convenience store with a large carwash located in Ponca City.               
          Shaw’s Gulf paid gross rents to petitioner of $739,875 and                  
          $976,954 for 1995 and 1996, respectively.                                   








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