George R. and Donelle C. Hawthorne - Page 10




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          dividends.  To support their position that those distributions               
          are liquidating distributions, and not dividends, and that that              
          form is wrong, petitioners rely principally on a letter to                   
          stockholders from Entergy, dated June 19, 1992.  That letter                 
          describes an agreement between Entergy and Gulf States to form a             
          holding company that would acquire all of the outstanding common             
          stock of Entergy and Gulf States and that would own all of the               
          common stock of Gulf States after the closing of the transaction.            
          The letter in question stated in pertinent part:  "Each of the               
          share of GSU [Gulf States] preferred stock outstanding at closing            
          will continue as outstanding stock of GSU."  Thus, the preferred             
          stockholders of Gulf States, including Mr. Hawthorne, remained as            
          such after the transaction described in that letter was closed               
          and were unaffected thereby.  On the present record, we find that            
          petitioners have failed to show that the cash distributions that             
          Mr. Hawthorne received during 1992 from Gulf States are not                  
          dividends.                                                                   
               Turning now to the respective cash distributions at issue               
          that Mr. Hawthorne received during 1993 from Centerior Energy and            
          from Portland General, which petitioners reported as dividend                
          income in their 1993 return and which they now claim are not                 
          taxable, respondent does not dispute on brief that those distri-             
          butions do not constitute dividend income.  However, respondent              
          disputes petitioners' position that those distributions are not              
          taxable.  According to respondent, the respective cash distribu-             
          tions at issue from Centerior Energy and from Portland General               


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