Estate of Joseph Cidulka, Deceased, James S. Bozik, Administrator - Page 7

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          stock to SOAI.  Decedent filed no gift tax return for 1980, 1981,           
          or 1982 reporting a taxable gift either of the 40 shares he                 
          transferred by gift, or any gift resulting from the sale of his             
          SOAI stock for less than adequate and full consideration in 1982,           
          if in fact it was sold for less than its full value.                        
               The determined value for which decedent sold his stock to              
          SOAI was based upon the book value of SOAI as of December 31,               
          1981.  The book value of the corporation at the date of this                
          exchange approximated $784,323, or $963.54 per share for each of            
          the 814 shares outstanding.                                                 
               After the redemption of decedent's stock, the stock transfer           
          record indicates that there were three shareholders:  John                  
          Cidulka with 398 shares; John Joseph with 16 shares; and Lauren             
          with 16 shares.  The remaining 560 shares were held as treasury             
          stock.  Neither John Joseph nor Lauren signed the SOAI stock                
          transfer records acknowledging receipt of the 10 shares each of             
          SOAI stock given to them on January 25, 1982.                               
               On December 31, 1985, SOAI entered into an asset purchase              
          agreement with Whiteco Metrocom (Whiteco), selling all of its               
          assets to Whiteco for a purchase price of $7 million.  Whiteco              
          did not have a monopoly of the outdoor advertising business in              
          the area where it operated after the asset sale.  The assets sold           
          to Whiteco included the outdoor signs, ground leases, advertising           
          contracts, permits, parcels of real estate, vehicles, equipment,            
          inventory, furnishings, parts, materials, and other contracts.              




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