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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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Last modified: May 25, 2011