Alumax Inc. and Consolidated Subsidiaries - Page 2

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               turns for years preceding the period at issue as the                   
               common parent of the B group.                                          
                    Around the beginning of the period at issue, A                    
               amended its certificate of incorporation (certificate)                 
               and thereby effected certain changes in its capital                    
               structure and in the rights of its capital stock.                      
               Around the same time, A and its stockholders executed a                
               stockholders agreement (agreement) that also effected                  
               certain changes in the rights of A's capital stock.                    
               Thereafter, A had two classes of stock outstanding that                
               had the rights stated in the certificate and the agree-                
               ment and that were held by the B group stockholders and                
               the C group stockholders, respectively.                                
                    For each year during the period at issue, B filed                 
               a consolidated return in which it claimed to be the                    
               common parent of an affiliated group within the meaning                
               of sec. 1504(a) that consisted of corporations in both                 
               the A group and the B group.  During the course of the                 
               examination by the Internal Revenue Service of those                   
               consolidated returns, either B or its successor exe-                   
               cuted written agreements extending the period of limi-                 
               tations under sec. 6501 for each year during the period                
               at issue for the assessment of tax due from the corpo-                 
               rations that were included in those returns.                           
                    Held:  For each year during the period at issue,                  
               petitioners were not members of the affiliated group                   
               within the meaning of sec. 1504(a) that had B as its                   
               common parent, and, consequently, they are not entitled                
               to join in the consolidated return that B filed for                    
               each of those years in which it claimed to be the                      
               common parent of a group of corporations that included                 
               petitioners.  Held, further, the period of limitations                 
               under sec. 6501 for each of the years during the period                
               at issue for the assessment of tax due from the A group                
               has not expired.                                                       


               Willard B. Taylor, Michael Lacovara, Philip L. Graham, Jr.,            
          and Michael W. Martin, for petitioners.                                     
               Lewis R. Mandel and Robert E. Marum, for respondent.                   







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