Interlake Corporation - Page 18

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               Respondent contends that under the authority of Union Oil               
          Co. v. Commissioner, 101 T.C. 130 (1993), Acme is an authorized              
          recipient of the tentative refunds.  In Union Oil Co., we held               
          that, if the old common parent in a reverse acquisition, as                  
          specified in section 1.1502-75(d)(3)(i), Income Tax Regs.,                   
          continues to exist after the reorganization, both the old common             
          parent and the new common parent are agents for the affiliated               
          group for purposes of the issuance of notices of deficiency for              
          years before the reverse acquisition.  Union Oil Co. v.                      
          Commissioner, supra at 140.  Union Oil Co. is distinguishable                
          from the instant case because the old common parent remained                 
          affiliated with the group after the reorganization.  We did not              
          have occasion in Union Oil Co. to consider whether a former                  
          common parent that is no longer affiliated with the group is an              
          authorized representative of the group for purposes of receiving             
          tentative refunds relating to years during which it controlled               
          the group where the group has a new common parent.  Accordingly,             
          Union Oil Co. is not dispositive of the issue involved in the                
          instant case.                                                                
               After considering Southern Pac. Co. v. Commissioner, supra,             
          and Union Oil Co. v. Commissioner, supra, and considering the                
          arguments of the parties and the facts of the instant case, we               
          conclude that Acme's authority to act for the group, at least                
          with respect to the issuance and receipt of tentative refunds,               
          terminated when its affiliation with the group terminated.  With             
          respect to the group, it is as though Acme ceased to exist.  Cf.             

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