Emhart Corporation & Domestic Subsidiaries - Page 4

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          it should either liquidate or sell USMP.  Petitioner estimated              
          that its losses upon liquidation would be $495,000, including               
          $148,000 as the estimated cost of discharging employees under               
          Portuguese labor laws.  Faced with these costs, petitioner                  
          decided to sell USMP even if USMP had to be sold for nominal or             
          no consideration.                                                           
               On October 24, 1984, petitioner sold all of its USMP stock             
          to a group of Portuguese businessmen in exchange for 1,000                  
          escudos ($6.17) and petitioner's waiver of $110,000 in payables             
          that USMP owed petitioner.  The buyers personally guaranteed                
          payment of the remaining payables that USMP owed petitioner.                
          These liabilities were valued at approximately $220,000.  At the            
          time of the sale, petitioner's basis in the USMP stock was                  
          $802,273.                                                                   
               On its balance sheet dated October 25, 1984, USMP reported a           
          net worth of 4,743,000 escudos ($29,501).  The balance sheet                
          included a reduction in current liabilities of 17,685,000 escudos           
          to reflect petitioner's forgiveness of the $110,000 payables.               
          Without this reduction, USMP's net worth was negative 12,942,000            
          escudos ($80,499).                                                          
                                       OPINION                                        
               The sole issue is whether petitioner's USMP stock became               
          worthless in 1984.  If so, both parties agree that section 165              
          entitles petitioner to an ordinary loss equal to its adjusted               





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