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was that, irrespective of whether as of the valuation date ADDI&C
could have avoided all of ADDI&C's built-in capital gains tax, no
discount or adjustment attributable to that tax is permissible, as
a matter of law, because as of that date no liquidation of ADDI&C
or sale of its assets was planned or contemplated. The record
shows that as of the valuation date ADDI&C's built-in capital
gains tax relating to ADDI&C's built-in capital gains on all its
assets was $26,686,614.14 The record also establishes that as of
the valuation date ADDI&C's Winn-Dixie stock constituted more than
85 percent of the aggregate fair market value of all of its
assets; the portion of ADDI&C’s built-in capital gains
attributable to that stock (viz, $69,704,921) constituted more
than 96 percent of such gains; and the portion of ADDI&C’s built-
in capital gains tax attributable to that stock (viz,
approximately $25,660,000) constituted more than 96 percent of
such tax. Petitioner and all of the experts believe that a
hypothetical willing seller and a hypothetical willing buyer of
each of the two 25-share blocks of ADDI&C stock at issue would
have taken ADDI&C’s built-in capital gains tax into account in
14 We calculated ADDI&C's built-in capital gains tax by
multiplying (1) the stipulated combined Federal and State capital
gains tax rate of 37.63 percent by (2) ADDI&C's built-in capital
gains reduced by $1,580,217 of net operating loss carryforwards
that ADDI&C had as of the valuation date. In computing the
amount of such gains, we utilized the stipulated historical cost
basis and the fair market value of each of ADDI&C's assets,
including its Winn-Dixie stock, as of the valuation date, since
we have found on the instant record that petitioner has not
established that any blockage and/or SEC rule 144 discount to the
NYSE price on the valuation date of that stock is permissible.
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