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resolution stating the terms of the merger, is that the right to
receive merger proceeds matured subsequent to payment of those
proceeds by DC Acquisition on September 13, 1988. We believe,
instead, that when more than 50 percent of the outstanding shares
of AHC stock had been tendered or guaranteed, which in effect was
an approval of the merger agreement, and the Charities could not
vitiate the intention of the shareholders who had tendered or
guaranteed a majority of AHC stock, of petitioners, and of DC
Acquisition and CDI, the right to merger proceeds matured. When
the Charities received AHC stock on September 9, 1988, payment in
exchange for those shares pursuant to the tender offer was
imminent; i.e., 4 days from the date of the gifts. Moreover, the
Charities did not even need to tender their shares, but would
have received $22.50 a share in cash because the merger agreement
provided that shares outstanding after the tender offer would be
converted into the right to receive $22.50 in cash.
The fact that AHC shareholders may not have had a legal
right to the merger proceeds prior to acceptance of the tendered
or guaranteed shares by DC Acquisition does not change our
conclusion. The Court of Appeals for the Eighth Circuit in
Hudspeth v. United States, supra, rejected the taxpayer's
contention that the gifts preceded the time when an enforceable
right to the liquidation proceeds accrued and focused, instead,
on the fact that the donees could not change the future course of
events; i.e., the liquidation of the corporation. The inquiry in
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