Jerome J. and Ann T. Klawitter - Page 9

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          of organization, Titan was formed for “the continuation of the              
          business formerly operated as Onex [Farms].”  Assets distributed            
          to Lever and Pencot in the liquidation of Onex Farms (including             
          the Georgia farm) were transferred to Titan.  Petitioner                    
          considered the termination of Onex Farms and creation of Titan to           
          be little more than a name change.  The record does not establish           
          how Lever (a 20-percent partner according to the final                      
          partnership return of Onex Farms, or a 33-1/3-percent partner               
          taking into account petitioner’s surrender of the distributed               
          partnership interest) acquired a 50-percent partnership interest            
          in Titan.                                                                   
               At the time Titan was formed, petitioner intended to                   
          liquidate Lever.  Titan’s operating agreement states as follows:            
               Members contemplate that Lever, Inc. may liquidate.                    
               Should it liquidate, notwithstanding the restrictions                  
               against transfer of an interest, the Company will                      
               continue and there shall be a single transfer of Lever,                
               Inc.’s interest to its current shareholder of record,                  
               Jerome J. Klawitter, Ph.D.  The transfer must be made                  
               within one year of the date of this agreement.                         

               Lever was liquidated on July 5, 1994, and, as planned,                 
          petitioner acquired Lever’s ownership interest in Titan.  As of             
          the close of 1994, petitioner owned 50 percent of Titan.  The               
          other 50 percent was owned directly or indirectly by Dr.                    
          Chambers.                                                                   
               Little is known about petitioners’ 1993 Federal income tax             
          return since it has not been made part of the record.                       





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