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9.1-percent owner of F&G. Gottsegen was the owner of several
Sentinel recyclers and also the petitioner in Gottsegen v.
Commissioner, T.C. Memo. 1997-314.
Samuel L. Winer (Sam Winer or Winer) was Whitman’s general
partner and tax matters partner, as well as a promoter of the
partnership. Winer purportedly paid $1,000 for a 1-percent
interest in all items of income, gain, deduction, loss, and
credit of the partnership.
C. The Private Offering Memorandum
By a private placement offering memorandum dated September
28, 1982 (the offering memorandum), subscriptions for 18 limited
partnership units in Whitman were offered by the partnership’s
promoter to potential limited partners at $50,000 per partnership
unit. Pursuant to the offering memorandum, the limited partners
would own 99 percent of Whitman and the general partner, Sam
Winer, would own the remaining 1 percent. Also pursuant to the
offering memorandum, each limited partner was required to have a
net worth (including residence and personal property) in excess
of $1 million, or net income in excess of $200,000, for each
investment unit.
The offering memorandum stated that Winer would receive
$62,000 for administrative and other services to be paid from the
proceeds of the private placement offering as “management fees”.
The offering memorandum also stated that the partnership would
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