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other grounds 523 F.2d 1308 (8th Cir. 1975), petitioners assert
that the Charities were not legally obligated, nor could they be
compelled, to tender their AHC stock in accordance with the
tender offer, and, therefore, the proceeds received by the
Charities in exchange for AHC stock that was voluntarily tendered
cannot be attributed to petitioners. Second, relying primarily
on Hudspeth v. United States, 471 F.2d 275 (8th Cir. 1972), and
Estate of Applestein v. Commissioner, 80 T.C. 331 (1983),
petitioners assert that the date on which the right to the tender
offer proceeds matured was October 12, 1988, when the board of
directors of DC Acquisition adopted a resolution stating the
terms of the merger, and that the gifts occurred prior to that
date. Petitioners argue, alternatively, that the earliest date
on which the right to the tender offer proceeds matured was
September 12, 1988, when DC Acquisition formally announced that
it had accepted all of the tendered or guaranteed shares of AHC
stock, and that the gifts occurred prior to that date.
Respondent, relying primarily on our decisions in Estate of
Applestein and Peterson Trust v. Commissioner, T.C. Memo. 1986-
267, affd. without published opinion 822 F.2d 1093 (8th Cir.
1987), contends that the July 28, 1988, merger agreement (the
merger agreement) coupled with the August 3, 1988, tender offer
at a price of $22.50 a share (the tender offer) was, in reality
and substance, the functional equivalent to a shareholder vote
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