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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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