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3. Whether the corporate petitioners are liable for the
penalties determined by respondent.7 We hold they are not.
Unless otherwise indicated, section references are to the
Internal Revenue Code applicable to the relevant years, Rule
references are to the Tax Court Rules of Practice and Procedure,
and dollar amounts are rounded to the nearest dollar.
FINDINGS OF FACT
I. Background
A. Prime Financial Partners, L.P. (Prime)
Prime is a master limited partnership that was traded on the
American Stock Exchange during most of the relevant years. Prime
was formed on April 16, 1987, under the laws of the State of
Delaware, to acquire the financial services and real estate
activities of a group of Prime's affiliated entities. Prime's
general partner is Prime Partners Limited Partnership (Limited),
an Arizona limited partnership, whose general partner is Prime
Financial Partners, Inc. (Financial), an Arizona corporation. On
December 31, 1988, the outstanding stock of Financial and the
limited partnership units of Limited were held by Thomas G.
Cummings, Jerry P. Franks, Anthony L. Tominac, Marvin D. Brody,
and Donald A. Waldman. Joel Boyarsky and a corporation joined
7 With respect to the addition to tax under sec. 6651(a)(1),
the parties stipulated that Young & Young filed its 1989 tax
return untimely. Given the additional fact that in petitioners'
brief they do not challenge respondent's determination of this
addition to tax, we sustain respondent's determination without
further discussion. Rule 142(a).
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