Association Cable TV, Incorporated - Page 12

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            whether we sell to [JSL] or don't sell to [JSL]."  Emphasis                                 
            added.                                                                                      
                  Petitioner relies on the shareholders' discussion on the                              
            discord that existed between them during October 1988 as evidence                           
            of the shareholders' intention to liquidate.  Briggs stated at                              
            the October 24, 1988, 11:00 a.m. meeting:  "I just think it is                              
            better off if we sell that company and we all go our ways after                             
            that.  I think it will work better."  This statement is merely                              
            Briggs' thoughts at the time and does not amount to a "plan" or a                           
            "clear intention to liquidate" on the part of all or a majority                             
            of the shareholders.                                                                        
                  The events on the day of the JSL sale are similarly                                   
            inadequate to establish an informal plan of liquidation.                                    
            Regarding the memorandum that Turner faxed to the shareholders in                           
            Colorado on the day of the sale, petitioner argues:  "Even                                  
            lacking the specific words, 'WE RECOMMEND LIQUIDATION', the                                 
            Memorandum can be taken to so recommend, at least in the common                             
            experience of almost everyone."  The memorandum from Turner to                              
            the ACT shareholders in Colorado stated in part:                                            
                  If a plan of liquidation is adopted, it appears that a                                
                  significant amount of a gain will not be recognized at                                
                  the corporate level provided the plan of liquidation is                               
                  adopted and the liquidation process is completed prior                                
                  to January 1, 1989.  * * *                                                            
                  Respondent argues that, given the text of the memorandum, it                          
            is entirely likely that the shareholders decided to leave the                               
            decision of whether to liquidate or not for later.  Respondent's                            




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