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Cidulka, 10 shares to Charlesa Cidulka, who immediately
transferred them to her husband John, and 10 shares each to John
Joseph and Lauren, should be viewed as a separate transaction
from the redemption by the corporation of the remaining 384
shares held by the trust for decedent. Petitioner contends that
the gifts were a separate transaction from the redemption so that
the shares involved in each transaction should be valued as
involving a minority interest. Respondent contends that the
January 25, 1982, gifts and redemption were in fact one
transaction, so that the value of the stock transferred on
January 25, 1982, should be valued as a majority interest in
SOAI. Respondent also contends that the gifts of stock made in
1980 and 1981 to John Cidulka and his two children were part of
an overall continuing plan and, therefore, should also be valued
as part of a majority interest in SOAI. This record is clear
that decedent discussed with his accountant and two lawyers a
plan to dispose of his interest in SOAI to his son John Cidulka
by gift in a manner which would avoid all gift taxes and estate
taxes. The underlying plan was that minority interests would be
valued at book value and, therefore, each gift made to each
individual would be an amount that would be less than $10,000, in
1982 and less than $3,000 in prior years when that was the
exclusion for gift taxes. It was the plan then that the
redemption price would be the book value of the shares remaining
in the trust for decedent since that would constitute less than a
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