Mario Biaggi and Estate of Marie Biaggi - Page 7




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            with respect to the IPO (May 9, 1983) and the date of the IPO.                             
            Respondent valued the Wedtech shares at $11.20 a share in making                           
            the adjustment that led to the deficiency for 1983.                                        
                  Petitioner offers no evidence as to the value of the Wedtech                         
            shares on the valuation date other than the amount shown on a                              
            Form 1099 issued to Richard in connection with his receipt of the                          
            shares as a nominee for petitioner.  Apparently, that value,                               
            $0.31 a share, was based upon the book value of Wedtech.                                   
                  Respondent reached a value of $11.20 a share by taking into                          
            account the initial public offering price, a 2-year restriction                            
            on transferability that applied to the Wedtech shares, and other                           
            contemporaneous transactions.  In determining the value of                                 
            unlisted stocks, actual sales made in reasonable amounts at arm's                          
            length, in the normal course of business within a reasonable time                          
            before or after the valuation date are the best criteria of                                
            market value.  See, e.g., Estate of Fitts v. Commissioner, 237                             
            F.2d 729, 731 (8th Cir. 1956), affg. T.C. Memo. 1955-269; Estate                           
            of Andrews v. Commissioner, 79 T.C. 938, 940 (1982).  The                                  
            prospectus accompanying the IPO describes three sales on May 13,                           
            1983, aggregating 40,000 shares of Wedtech stock, for $12.50 a                             
            share.  Those shares were restricted in the same manner as the                             
            Wedtech shares.  That prospectus also states that the same shares                          
            were repurchased for $14.80 a share during August 1983.  Those                             








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