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Energy asserts that even if the WPT agents did not have
actual knowledge of the merger (a fact which it does not
concede), numerous documents submitted to respondent's service
center constituted sufficient notice to respondent that New
Petroleum had ceased to exist at the time New Petroleum signed
the last three Forms 872, on July 22, 1992, January 14, 1993, and
July 27, 1993, respectively. It is stipulated that no later than
May 11, 1992, more than 3 months before the first Form 872 was
signed, the Austin Service Center received New Petroleum's final
quarterly employment tax return (Form 941) marked "cancel
corporation merged out of existence." Energy further points out
that respondent stipulated that no later than September 8, 1992,
respondent's Austin Service Center received copies of a statement
of merger as required under section 1.368-3, Income Tax Regs.,
and a certificate of merger of New Petroleum into Energy,
respectively, that were attached to the 1991 consolidated Federal
income tax return (Form 1120), filed by Holdings, New Petroleum's
parent company. Finally, in reliance on Badger Materials, Inc.
v. Commissioner, 40 T.C. 725, 733, withdrawn and modified in part
by Badger Materials, Inc. v. Commissioner, 40 T.C. 1061 (1963)
(not affecting this issue), Energy contends that as of December
17, 1991, when the certificate of merger was filed with the
Delaware secretary of state indicating that as of December 31,
1991, New Petroleum would cease to exist, such information became
a matter of public record and readily available to respondent.
Accordingly, petitioner contends that respondent not only had
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