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intended [section] 382(a) to turn on such a fortuitous
circumstance.” Id. Additionally, in that case, Oronogo filed
articles of dissolution more than 2 years before the acquisition.
The attempted sale of nearly all of Oronogo's assets along with
the filing of articles of dissolution evidenced an intent to
conduct no further business operations that is not present in the
instant case.
At all relevant times, CDC was trying to reorganize and
resume its contract drilling business. CDC made no attempt to
liquidate its assets. In 1986, CDC was operating its rig yards,
maintaining administrative offices, managing its working
interests in gas wells, maintaining insurance, and complying with
the terms of its safe harbor leases. CDC employed experienced
management employees: Mr. Arnold, who was in charge of the
operations of CDC, and Mr. West, who handled CDC's finances. Mr.
Jerow and Mr. West testified that officers of CDC--rather than
the bank group--were managing CDC's business affairs in 1986.
At all times prior to the change of ownership, CDC filed its
Federal and State income tax returns and Oklahoma franchise tax
returns, which reported that CDC was in the contract drilling
business. Cf. Utah Bit & Steel, Inc. v. Commissioner, T.C. Memo.
1970-50 (“A further indication of lack of intent to continue
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