Zeeman Manufacturing Company, Inc. - Page 5

                                        - 5 -                                         
          Federal Income Taxation of Corporations and Shareholders, par.              
          7.08[2], at 7-31 (6th ed. 1994), the authors comment that a                 
          section 534(c) statement:                                                   
               must constitute more than mere notice of an intent to                  
               prove the reasonableness of the accumulation.  Rather,                 
               the taxpayer must show its hand by stating clearly and                 
               specifically the grounds on which it will rely to                      
               quantify and prove reasonable business needs and by                    
               setting out the facts (not the evidence but more than                  
               conclusions of law) that, if proven, support the                       
               alleged business needs for the accumulation.                           
               [Gustafson's Dairy, Inc. v. Commissioner, T.C. Memo.                   
               1995-11 (quoting substantially same passage in 5th ed.                 
               (1987)); Hughes, Inc. v. Commissioner, 90 T.C. 1, 17                   
               (1988) (substantially same language in 4th ed. (1979));                
               Rutter v. Commissioner, supra at 939 (same).]                          
          Although the taxpayer's statement must reveal its litigation                
          theory to respondent, the statement must outline only the basic             


          2(...continued)                                                             
          the notice of deficiency, respondent used the Bardahl calculation           
          that appeared in respondent's Notice of Intent to Assert                    
          Accumulated Earnings Tax (Notice of Intent).  After the Notice of           
          Intent was sent but before the notice of deficiency was sent,               
          respondent's agent agreed to certain corrections to the Bardahl             
          calculation.  Accordingly, citing the Helvering v. Taylor, 293              
          U.S. 507, 515 (1935) line of cases, petitioner argues that the              
          notice of deficiency is excessive and erroneous and that,                   
          therefore, respondent bears the burden of proof as to all matters           
          therein.                                                                    
               We disagree.  In the instant case, for purposes of the                 
          notice of deficiency, respondent used a Bardahl computation in              
          the determination of petitioner's tax liability.  Generally, we             
          do not look behind a notice of deficiency to examine the evidence           
          used or the propriety of the Commissioner's motives,                        
          administrative policies, or procedures involved in making the               
          determinations in the notice.  Proesel v. Commissioner, 73 T.C.             
          600, 605 (1979); Greenberg's Express, Inc. v. Commissioner, 62              
          T.C. 324, 327 (1974).  Accordingly, except to the limited extent            
          we decide otherwise herein, the burden of proof remains on                  
          petitioner to prove that respondent's determinations are                    
          erroneous.  Rule 142(a).                                                    




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