Self Heating and Cooling, Inc., Transferee - Page 17

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          one was a former officer; (3) Self Oil transferred all its assets           
          to petitioner; and (4) the transfer occurred shortly after excise           
          tax assessments were made and while Self Oil was disputing its              
          liability for millions of dollars in excise fuel taxes and                  
          penalties.  We also find telling that one of the creditors who              
          directly benefited from the transaction was the transferor’s sole           
          owner, Mr. Self, Sr.  Clearly, the Self family preferred to repay           
          Self Oil’s unsecured debt obligations to Mr. Self, Sr., to the              
          disadvantage of Ohio’s and Pennsylvania’s coffers.  During trial,           
          Mr. Reiter testified as follows:                                            
               Q:   Did it give you any concern that Robert Sr. was being             
               repaid in part for his loans?                                          
               A:   Yeah, it gave me some concern.  You know, under the               
               preference provisions of the corporate statutes there are–-            
               you know, there are issues there regarding the payment of              
               shareholders when there is other creditors.  But he was a              
                    They had told me that–-they had indicated all                     
               throughout that all the general creditors were going to                
               be paid.  He was another creditor.  So you know, I                     
               think I talked about it.  I’m not sure how strongly I                  
               talked about it or how much, but I do have a                           
               recollection that we did have a conversation with the                  
               accountant as well.                                                    
          Additionally, petitioner continued in the same line of business             
          from the same business premises (which were owned by and leased             
          from Mr. Self, Sr.) as the transferor, Self Oil.  Accordingly,              
          respondent has persuaded us, given the facts and circumstances              
          when taken together, that Self Oil had actual intent to “hinder,            

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