Douglas P. McLaulin, Jr. et al. - Page 8




                                                - 8 -                                                  
            (c) are set forth in the margin.3  If the distribution does not                            

                  3     SEC. 355.  DISTRIBUTION OF STOCK AND SECURITIES                                
                                    OF A CONTROLLED CORPORATION.                                       
                        (a) Effect on Distributees.--                                                  
                        (1) General Rule.--If--                                                        
                              (A) a corporation (referred to in this                                   
                              section as the "distributing corporation")                               
                              (i) distributes to a shareholder, with                                   
                              respect to its stock,  * * *                                             
                              *     *     *     *     *     *     *                                    
                        solely stock or securities of a corporation                                    
                        (referred to in this section as "controlled                                    
                        corporation") which it controls immediately before                             
                        the distribution,                                                              
                              (B) the transaction was not used principally                             
                              as a device for the distribution of the                                  
                              earnings and profits of the distributing                                 
                              corporation or the controlled corporation or                             
                              both * * *                                                               
                             (C) the requirements of subsection (b)                                   
                              (relating to active businesses) are                                      
                              satisfied, and                                                           
                              (D) as part of the distribution, the                                     
                              distributing corporation distributes--                                   
                              (i) all of the stock and securities in the                               
                              controlled corporation held by it immediately                            
                              before the distribution, * * *                                           

                              *     *     *     *     *     *     *                                    
                        then no gain or loss shall be recognized to (and                               
                        no amount shall be includible in the income of)                                
                        such shareholder or security holder on the receipt                             
                        of such stock or securities.                                                   
                                                                         (continued...)                




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