Miller & Sons Drywall, Inc. - Page 3

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          petitioner’s stock.2  On June 30, 1982, Dean paid $2,150 to                 
          petitioner for 43 additional shares of its stock, and Darle’s               
          other brother Rocky Miller (Rocky) paid $4,650 to petitioner for            
          93 shares of stock.  From June 30, 1982, until June 30, 2000,               
          petitioner was owned by the three brothers as follows:                      
                           Shareholder   Percent Ownership                            
                           Darle Miller      51.8%                                    
                           Dean Miller       24.1                                     
                           Rocky Miller      24.1                                     
          Since its inception, petitioner’s tax year has ended June 30.               
          B.   Petitioner’s Business                                                  
               Petitioner’s primary business was interior wall                        
          construction.  Wall construction includes the placing of studs,             
          insulating the walls, hanging drywall and other wall materials as           
          required, and drywall taping (collectively, the drywall                     
          construction business).  Since the early 1990s, petitioner has              
          limited its geographic business area to Fargo, North Dakota, and            
          Moorhead, Minnesota.                                                        
               Petitioner was a subcontractor.  It was awarded construction           
          jobs from general contractors by submitting the lowest bid to               
          complete a specific job (a lowest bid commodity business).                  
          Petitioner primarily bid on commercial construction projects.               
          After being awarded a job, petitioner purchased the supplies                


               2The record is devoid of an explanation why Darle paid less            
          than Dean for each share of petitioner’s stock.                             





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