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transactions. Rather, they represented very important steps in
the series. Absent the initial step of distributing funds to the
Family Trusts, the remaining steps of forming the CGF and Lincoln
Partnerships, and of petitioners' acquiring the term interests
and the Family Trusts' acquiring the remainders, could not have
been successfully accomplished. Indeed, the creation of these
partnerships was necessary to achieve petitioners' intended end
result, which was to funnel large amounts of money outside of
petitioners' corporate structure and into the hands of their
shareholders while enjoying favorable tax treatment. The
intention to bring about this end result is manifested in
Robert A. Page's letters and in the minutes of petitioners' board
meetings. On the basis of the stipulated factual record, we
conclude that, in spite of the form in which the joint investment
transaction was cast, its substance shows petitioners acquiring
partnership interests B in their entirety and then carving out
remainder interests for the benefit of the Family Trusts.
It bears noting that, in his letter of May 15, 1986,
Mr. Page wrote of a potential pitfall which could thwart the
success of his plan; i.e., where the term interest holder funds
the remaindermen with the amounts necessary to obtain their
interests. In that situation, he warned, petitioners would be
viewed as acquiring the entire interest and then transferring the
remainders to their shareholders, in which case the otherwise
favorable tax results stemming from the amortization deductions
would disappear. Mr. Page's solution to this "limiting factor,"
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