Wayne Caldwell Escrow Partnership, Roy Dimon, John and Mary Schuenemann, Joseph and Louise O'Neal, Charles and Lovetta Niven, Chalton and Cynthia Thomas, Partners Other Than the Tax Matters Partner - Page 18

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                  rescind enclosure (1) letter and cease the issuance of like         
                  letters to the other partners.                                      
                  Absent a rescission, a judicial review will be requested            
             concerning this matter.                                                  
                       Thank you in advance for your cooperation.                     

                                                Wayne H. Caldwell                     
                                                5952 Royal Lane,#117                  
                                                Dallas, Texas 75230                   


             "Enclosure (1)" to Mr. Caldwell's letter, "Form 1830(AO)                 
             dtd Jan.28, 1991, to Wayne H. Caldwell from Jacob C. Meyer,              
             Associate Chief, Appeals", is a reference to the notice of               
             FPAA that had been sent to Mr. Caldwell.                                 
                  In an undated letter, Mr. Caldwell informed all of                  
             the partners that a notice of FPAA had been issued by the                
             Internal Revenue Service.  Mr. Caldwell's letter to the                  
             partners states as follows:                                              

                  RE: Partnership, Wayne H. Caldwell, Escrow                          
                  Enclosure (1): Letter to IRS from Wayne H. Caldwell                 
                  Dear Partner,                                                       
                  Enclosure (1) is a copy of a letter I sent to the Internal          
                  Revenue Service, Mr. Dan Norstrud, regarding a “Notice of Final     
                  Partnership Administrative Adjustment” for the Wayne H.             
                  Caldwell, Escrow Partnership.  They sent me this notice since I     
                  was the tax matters partner at the time the appeal was made back    
                  in August 1986.                                                     
                  As I indicated in Encl. (1), the matter was closed as of August     
                  29,1989, after the closing conference of August 28,1989, I          
                  therefore asked for a rescission of the Adjustment Notice.          
                  This office has not as yet received a rescission, and I am          
                  assuming, the Internal Revenue Service (IRS) may be continuing      
                  this matter by contacting each partner individually.  I wanted      
                  you to know what had been transmitted to the IRS at the part-       








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