Earle E. Murphy - Page 8

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            corporations' 1988 Federal income tax returns.  These statements                           
            were entitled "Statement Re Liquidation Under IRC Section 337"                             
            and contained the following representations:  (1) A statement                              
            that the board of directors adopted a resolution recommending the                          
            complete liquidation and dissolution of each corporation in                                
            accordance with "the Plan"; (2) a statement authorizing and                                
            directing the holding of a special meeting of the shareholders to                          
            vote on the Plan; (3) a statement that, following shareholder                              
            adoption, the corporation will cease doing business and will sell                          
            its assets, discharge its liabilities, and distribute the residue                          
            pro rata to the shareholders; and (4) a statement that each                                
            corporation was to be dissolved as soon thereafter as                                      
            practicable.                                                                               
                  Petitioner filed a Form 966 (Corporate Dissolution or                                
            Liquidation) for DHF but did not file a Form 966 for FSRC.  The                            
            certificate of dissolution for FSRC was filed on July 6, 1989.                             
            LPRC paid the dissolution fee of FSRC.  At trial, petitioner                               
            conceded that he intended to liquidate DHF.                                                
                  The 1988 Federal income tax returns for FSRC and DHF report                          
            the sale of Deep Hollow Park property and the complete                                     
            liquidation of FSRC and DHF.  FSRC and DHF each filed a Form 1099                          
            for taxable year 1988 reporting a liquidating distribution to                              
            petitioner in the amount of $1,206,351 and $2,943, respectively.                           
            Neither corporation filed an amended return for that year.                                 
            Petitioner timely filed a Form 4868 (Application for Automatic                             




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