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Generally, petitioner transferred these assets to Heileman
through the following two steps: (1) Heileman acquired a
controlling block of petitioner's stock through a public tender
offer and (2) petitioner distributed the Transferred Assets to
Heileman in exchange for its surrender of that stock, as well as
other consideration. In Pabst Brewing Co. v. Commissioner, T.C.
Memo. 1995-239, we held that petitioner's transfer of the assets
was in redemption of its stock. Thus, we held, the transfer was
subject to section 311(d)(1), and petitioner had to recognize
gain on the transfer based on the fair market value of each
Transferred Asset. We hold herein that the aggregate fair market
value of the Transferred Assets equals the total amount set forth
in a written allocation agreement (Allocation Agreement) that
petitioner and Heileman entered into with respect to the
exchange. We also hold that the fair market value of each
Transferred Asset is the corresponding amount set forth in the
Allocation Agreement. Unless otherwise indicated, section
references are to the Internal Revenue Code in effect for the
subject years. Rule references are to the Tax Court Rules of
Practice and Procedure.
FINDINGS OF FACT
Some of the facts have been stipulated and are so found.
The stipulated facts and exhibits submitted therewith are
incorporated herein by this reference. Petitioner's principal
place of business was in Mill Valley, California, when it
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