Joseph D. & Elizabeth M. Dunne - Page 31




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          to Mr. Marcus, we would expect FRC to have paid Mr. Marcus double           
          the amount of monthly dividends that it had previously been                 
          paying.  Therefore, the nonpayment of dividends after April 1997            
          merely indicates that FRC was not sure what Mr. Dunne’s status              
          was after the settlement agreement.                                         
               The fact that Mr. Dunne was not compensated for any taxes              
          relating to FRC’s income after the settlement agreement favors              
          petitioners.  FRC generally had a practice of compensating its              
          shareholders for the income taxes they owed by virtue of their              
          stock ownership.  Had FRC considered Mr. Dunne to be a                      
          shareholder, it would have paid the amount of the taxes either to           
          or on behalf of Mr. Dunne.                                                  
               Throughout Mr. Dunne’s correspondence with FRC’s bank and              
          the bank’s attorney in September and October 1997, Mr. Dunne                
          repeatedly asserted that he was a director, officer, and coowner            
          of FRC.  Mr. Dunne’s request for proof that he did not have those           
          titles after the bank denied him access to certain records                  
          suggests that he asserted those titles with the belief that they            
          entitled them to this access.  Mr. Dunne also used those titles             
          when he wrote to an FRC employee to request copies of FRC’s Form            
          1120S and his Schedule K-1 for 1997.                                        
               Petitioners argue that Mr. Dunne asserted these titles                 
          because he retained legal ownership of FRC and he believed he had           
          rights as a creditor of FRC.  Petitioners also rely on Mr.                  







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