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majority interest. While, on this record, the per-share book
value probably was less than the fair market value even on a
minority interest basis, we conclude from the facts in this case
that the 40 shares given by decedent to his son and his son's
family on January 25, 1982, and the redemption of the remaining
shares held in trust for him was one transaction. It was planned
as one transaction. Although the record does not show the exact
time on January 25, 1982, that the gifts and the redemption
occurred, it does show that both occurred on the same day. The
plan was that both were to occur on the same day, and the only
reason that it was done as two separate transactions was to avoid
gift taxes. On the facts in this record, we conclude that in
effect the 424 shares of SOAI stock were given to John Cidulka on
January 25, 1982, to the extent the value of the shares exceeds
the fair market value of the note given by SOAI to decedent in
purported redemption of his stock. The purported gift to John
Cidulka's wife Charlesa is clearly a gift to John. For a number
of years decedent had given shares to Charlesa, who had
immediately transferred them to John. Our inference from this
record is that the shares were given to Charlesa to be passed on
to John, and were, in fact, a gift to John. Petitioner argues
that respondent has not offered proof that there was an
understanding between decedent and Charlesa that her shares would
be merely a pass-through of shares to John. However, from the
fact of the number of times that this occurred, we conclude that
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