Alumax Inc. and Consolidated Subsidiaries - Page 15

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          dated Subs".  We do not construe those forms to include only                
          those subsidiaries of Amax that were in fact members of the                 
          affiliated group within the meaning of section 1504(a) that had             
          Amax as its common parent.  Based on our examination of the                 
          entire record in this case, we find that the reference to "con-             
          solidated subsidiaries" in the Forms 872 in question is to each             
          of the subsidiaries of Amax that joined in the consolidated                 
          return that Amax filed for 1984, 1985, and 1986, regardless                 
          whether each of those corporations was in fact a member of that             
          affiliated group.  Petitioners, which have the burden of proof,             
          have not established to the contrary.                                       
               Petitioners were specifically identified and listed in the             
          Form 851 (Affiliations Schedule) that listed the corporations               
          that were included in the 1984 consolidated return.40                       
               Alumax, on behalf of petitioners' group, executed a docu-              
          mented dated August 12, 1985, that was entitled "ELECTION TO BE A           
          MEMBER AS OF JANUARY 1, 1984" and that was signed by John A.                
          Brader as vice president of Alumax.  That election document                 
          provided:                                                                   
               Based on an Agreement dated January 30, 1984[41] by and                
               among Alumax Inc., AMAX Inc., Mitsui and Co., Ltd. and                 
               Mitsui and Co. (U.S.A.) Inc. as amended that gives AMAX                
               Inc. 80% of the voting power of all classes of Alumax                  
               stock entitled to vote, Alumax and each of its subsid-                 
               iaries hereby elects under United States Treasury                      

          40  The record does not contain the Forms 851 for 1985 and 1986.            
          41  The record contains no document that purports to be an agree-           
          ment dated Jan. 30, 1984.                                                   



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