Gustafson's Dairy, Inc. - Page 34

                                        -34-                                          
          could not quantify the amount it needed for this potential                  
          problem does not make it any less of a concern.                             
               Respondent contends that petitioner formed the Super Trust             
          solely to conceal income and avoid the accumulated earnings tax.            
          Respondent argues that petitioner incorrectly accounted for its             
          contributions to the Super Trust and that petitioner should have            
          reported income from the Super Trust during the years in issue.             
               We disagree that petitioner created the Super Trust to avoid           
          the accumulated earnings tax.  Also, the Super Trust properly               
          filed Forms 1041 for 1988 and 1989, and petitioner reported its             
          transfers to the Super Trust on Schedule M-2 of its 1988 and 1989           
          returns.  The Super Trust served many legitimate purposes; for              
          example, it helped to induce the shareholders to pledge their               
          funds for the long-term benefit of the company.  Respondent                 
          admitted in the answer to petitioner's amended petition13 that              
          the Super Trust funds were pledged for the reasonable business              
          needs of petitioner.                                                        
               Respondent contends that, in estimating its reasonable                 
          business needs, petitioner's CEP erroneously failed to consider             
          petitioner's projected future revenues.  We disagree.  Respondent           
          cites Dixie, Inc. v. Commissioner, 277 F.2d 526, 528 (2d Cir.               


          13 Petitioner amended paragraph 5(s) of its petition as                     
          follows:                                                                    
               5(s).  The funds in the Super Trust are held for the                   
               reasonable business needs of the Petitioner.                           




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