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testimony of the SOAI accountant. He testified that based on
valuing the SOAI stock at book value he concluded that the gifts
in 1982 were not sufficient to require the filing of a return.
He stated that he had considered the redemption of decedent's
stock not to be a gift to any extent to decedent's son John
Cidulka. There is very little in the record about the nature of
the discussions between decedent and his accountant and his
attorney or attorneys, with respect to the plan to transfer the
SOAI stock to John Cidulka without incurring any taxes. There is
no testimony in the record with respect to what decedent
considered the value of the SOAI stock to be, and since he had
been, for a good many years, in the outdoor advertising business
and knew the nature and types of sales of assets made in that
business, it certainly cannot be assumed without evidence that he
was not personally aware that the value of the SOAI stock he
transferred in 1982 was far in excess of an amount of the gift
tax exemptions to which he would be entitled, and also aware that
the note he received from SOAI in redemption of his stock was far
less than the value of the stock. Neither of decedent's
attorneys was called as a witness. We certainly will not assume
without proof that they advised decedent that gift tax was based
on book value of stock. Viewing this record as a whole, we
conclude that petitioner has failed to show that decedent acted
in good faith and made a full disclosure of all facts with
respect to the SOAI stock to his advisers. Unless advice is as a
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