American Stores Company and Subsidiaries - Page 14




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               During the 1990 tax year, American Stores’ subsidiary, Lucky           
          Stores, paid $175,630 for legal fees associated with the                    
          antitrust litigation with the attorney general of California.  Of           
          the $175,630, Lucky Stores paid $95,355 to the law firm of                  
          Sonnenschein, Carlin, Nath for legal work on the antitrust case             
          and paid $80,275 for other expenses related to the antitrust                
          case.                                                                       
               On petitioner’s corporation income tax return for the 1990             
          tax year, petitioner claimed a deduction on Form 1120, line 26              
          for various items including “Litigation Expenses” of $10,706,713.           
          American Stores included the $175,630 for legal fees and costs              
          identified above in the “Litigation Expenses”.                              
               For financial reporting purposes, American Stores was                  
          required to account for its acquisition of Lucky Stores using the           
          “purchase accounting” method pursuant to Accounting Practices               
          Board Opinion No. 16 (“APB 16").  Under this method, American               
          Stores’ acquisition was treated as an acquisition of Lucky                  
          Stores’ assets.  Lucky Stores’ liabilities were treated as if               
          they were assumed by American Stores in this hypothetical asset             
          acquisition.1  Under the purchase accounting method, petitioner             
          was required to identify and quantify all of Lucky Stores’                  


               1On Mar. 13, 1989, American Stores filed a Form 8023,                  
          Corporate Qualified Stock Purchase Elections, related to the                
          acquisition by American Stores of Lucky Stores and related                  
          entities in the Lucky Stores affiliated group.                              





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