Eddie Cordes, Inc., et al. - Page 28




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          provided, constituted constructive dividend income to                       
          shareholder).  Because petitioners failed to show Mr. Cordes                
          received no personal benefit from these transfers, we hold Mr.              
          Cordes received constructive dividends in 1994 and 1995 with                
          respect to these items.                                                     
                    3.   Bargain Sale of Notes                                        
               Respondent determined that CFC sold 584 notes to Mr. Cordes            
          in each of 1994 and 1995 at prices below their fair market value            
          and that the discount at which CFC sold the notes constitutes               
          constructive dividends from CFC to CFC’s shareholder(s).                    
          Petitioners contend CFC owned the 1994 and 1995 notes at all                
          times and that because Mr. Cordes did not purchase the 1994 and             
          1995 notes (in a bargain sale or otherwise), CFC conferred no               
          economic benefit on its shareholder(s).  We conclude below that             
          Mr. Cordes did in fact purchase the 1994 and 1995 notes at prices           
          below fair market value and that Mr. Cordes, as beneficial owner            
          of CFC, received constructive dividends in amounts equal to the             
          discounts received.                                                         
               In 1994, Mr. Cordes transferred $200,000 of his personal               
          savings to CFC.  Contemporaneously, CFC removed a number of notes           
          from its books, and Mr. Cordes recorded those notes on his books.           
          Mr. Cordes contends that his transfer of $200,000 to CFC was                
          merely coincident with CFC’s reorganization of its records.  Mr.            
          Cordes, however, offered no evidence that the $200,000 was                  
          treated as a capital contribution or loan to CFC, rather than as            
          funds used to purchase the notes.                                           





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