Clark D. and Janis L. Pulliam - Page 21

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          determination that the transaction was used principally as a                
          device.  Id.  Factors that are relevant in weighing the strength            
          of the business purpose include:  (1) The importance of achieving           
          the purpose to the success of the business; (2) the extent to               
          which the transaction is prompted by a person not having a                  
          proprietary interest in either corporation, or by other outside             
          factors beyond the control of the distributing corporation; and             
          (3) the immediacy of the conditions prompting the transaction.              
          Sec. 1.355-2(d)(3)(ii)(A),(B) and (C), Income Tax Regs.  As                 
          reflected in our findings of fact, two strong corporate business            
          purposes for the spin-off are present in this case.  If Mr.                 
          Deckard had carried out his plans to build and operate a funeral            
          home in Oblong in competition with Homes it would have divided              
          the funeral business in that area, thus having an adverse impact            
          on Homes' profits.  In addition, the services of an experienced             
          funeral director and key employee (Mr. Deckard) would have been             
          lost to the Homes organization.  These purposes were vitally                
          important to the continued success of Homes' business.  The                 
          transaction was prompted by the actions of Mr. Deckard, who had             
          no proprietary interest in Homes at that time.  The immediate               
          possible threat of competition to Homes in Oblong prompted the              
          transaction.                                                                
          Independent Corporate Business Purposes                                     
               Section 1.355-2(b)(1), Income Tax Regs., provides an                   
          affirmative requirement that a spin-off have one or more                    




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