- 44 -
a share for that stock interest. Instead, according to peti-
tioners, in substance, "Petitioners gave up a 48% ownership in-
terest in MSSTA in order to receive a 21% interest in AST."
While we agree with petitioners that they did not pay only ten
cents a share to acquire an aggregate 21-percent stock interest
in AST, on the record before us, we reject their contention that
they "gave up a 48% ownership interest in MSSTA in order to re-
ceive a 21% interest in AST." In fact, after the MSSTA trans-
action, AST did not own any stock of MSSTA. Instead, after that
transaction, each of the Scotts owned 50 percent of the stock of
MSSTA. Moreover, we can find no reason in the record presented,
and petitioners have offered none, as to why AST would be willing
to exchange 21 percent of its stock worth $190,144 for the
Scotts' 48-percent stock interest in MSSTA, which became a 100-
percent stock interest in that company after the MSSTA trans-
action was closed on September 14, 1989, and which was worth no
more than $22,500, the aggregate purchase price that AST agreed
to pay under the option agreement for the 45 S accounts that
MSSTA continued to own after that closing date. Nor can we
discern any reason in the record presented, and petitioners have
offered none, as to why they would agree, in form, that Mr.
Carter, a 52-percent stockholder of MSSTA, was to receive from
MSSTA a distribution of all of the proceeds that AST transferred
to MSSTA (i.e., $300,000) under the asset purchase agreement,
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