Reynolds Metals Company and Consolidated Subsidiaries - Page 24

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          same time, which did not happen as evidenced by the few                      
          debentures still unaccounted for.  We disagree.  All that was                
          required in order for the converted debentures to be redeemable              
          was that all the outstanding debentures be called for redemption             
          at the same time, a requirement that was satisfied.  In this                 
          connection, we note the debentures ceased to accrue interest as              
          of the redemption date.  The fact that some holders, for reasons             
          of their own and over whom neither Metals nor RMECC had any                  
          control, did not seek to be paid or to exchange their debentures             
          is and should be irrelevant.  A contrary conclusion would produce            
          a totally unworkable situation.                                              
               In sum, we hold that the converted debentures survived as               
          obligations of RMECC.  This being the case, we must now determine            
          the extent of the loss, if any, to Metals upon their subsequent              
          redemption by RMECC.                                                         


          Did Metals have a capital loss upon the redemption of the                    
          debentures?                                                                  
               Resolution of this question involves a determination of                 
          Metals' basis in the debentures and whether there was an excess              
          of that basis over the principal amount of the debentures                    
          received by Metals upon the redemption of RMECC which constitutes            
          a deductible capital loss.  We turn first to the question of                 
          basis.                                                                       






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