Group Administration Premium Services, Inc., et al. - Page 24

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          rather payments with respect to petitioner's stock.  (See infra             
          pp. 27-30 for a discussion of petitioner's basis in GAPS and JJM            
          by virtue of these contributions.)                                          
               (c) Tax Treatment of Corporate Distributions                           
               Section 301 provides a three-tiered sequence for determining           
          the tax treatment of corporate distributions.  Sec. 301(c).                 
          First, the distributions are dividends, as determined under                 
          section 316, to the extent of the corporation’s earnings and                
          profits.  Sec. 301(c)(1).  Second, further distributions are                
          nontaxable returns of capital to the extent of the shareholder’s            
          basis in the stock of the corporation.  Sec. 301(c)(2).  Third,             
          further distributions are capital gain to the extent they exceed            
          the shareholder’s basis in his stock.  Sec. 301(c)(3).                      
               Corporate distributions are dividends to the extent of                 
          corporate earnings and profits.  Sec. 316.  The parties                     
          stipulated to using current earnings and profits only.                      
          Respondent contends that GAPS's and JJM's 1989 current earnings             
          and profits were $65,367 and $22,257, respectively.  Petitioners            
          contend that GAPS's 1989 earnings and profits were between                  
          $51,174 and $65,376, and that JJM's 1989 earnings and profits               
          were between $17,664 and $23,365.                                           
               Petitioners did not explain the factors that created the               
          ranges of earnings and profits argued in their briefs.  They did,           
          however, argue that certain items, such as accrued taxes,                   





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