Hubert Enterprises, Inc. and Subsidiaries, et al. - Page 5

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          HEI’s 1997 and 1998 taxable years, the group’s other members,               
          each of which was wholly owned by HEI, were (1) Printgraphics,              
          Inc. (Printgraphics), (2) HBW, Inc. (HBW) (also known as Weber              
          Co.), (3) BES Manufacturing, d.b.a. Mr. Spray, (4) Vogt                     
          Warehouse, Inc. (Vogt), (5) HGT, Inc. (HGT), (6) Hubert Co., and            
          (7) Graphic Forms and Labels, Inc. (Graphic).  For HEI’s 1999               
          taxable year, the affiliated group of corporations in addition to           
          HEI consisted of the just-stated seven wholly owned subsidiaries            
          and two other wholly owned subsidiaries; namely, Public Space               
          Plus, Inc., and Hubert Development, Co.                                     
               From HEI’s organization through at least 1998, Howard Thomas           
          (Thomas) was HEI’s president, Edward Hubert was chairman of HEI’s           
          board of directors, George Hubert, Jr., was an HEI vice president           
          and secretary, Sharon Hubert was an HEI vice president, and J.              
          Gregory Ollinger (Ollinger) was an HEI vice president.  From its            
          organization through August 1, 1998, HEI did not declare a                  
          dividend or formally distribute any of its earnings and profits.            
          HEI’s undistributed earnings as of July 25, 1995, July 26, 1996,            
          August 2, 1997, and August 1, 1998, were $14,847,028,                       
          $19,878,907, $25,164,181, and $31,298,257, respectively.                    
          II.  HHC                                                                    
               In August 1999, HEI transferred the stock of its                       
          subsidiaries to HHC.  For HHC’s 2000 and 2001 taxable years, HHC            
          was the parent corporation of an affiliated group of corporations           






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