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with its ordinary, everyday usage. When the meaning of statutory
text is “unescapably ambiguous”, however, we may resort to the
relevant legislative history to resolve that ambiguity. Garcia
v. United States, 469 U.S. 70, 76 n.3 (1984) (quoting Schweumann
Bros. v. Calvert Distillers Corp., 341 U.S. 384, 395 (1951)
(Jackson, J., concurring)); see Venture Funding, Ltd. v.
Commissioner, 110 T.C. 236, 241-242 (1998), affd. F.3d
(6th Cir. 1999); see also Albertson's, Inc. v. Commissioner, 42
F.3d 537, 545 (9th Cir. 1994), affg. 95 T.C. 415 (1990). Here,
we believe that the term “substantially all” is “unescapably
ambiguous”, and, accordingly, we consult the term’s legislative
history for guidance as to its meaning. As mentioned above, we
find in the report of the House Ways and Means Committee that it
clearly intended for that term to require that a qualified
employee-owner and members of his family own “95 percent or more
of the value of the corporation’s stock”.7 H. Rept. 100-795,
supra at 531, 532 (1988). We also find in the House conference
report that the conference agreement followed the House bill as
7 The legislative history to the TRA reveals that Congress
also equated a 95-percent test with the term “substantially all”
for purposes of sec. 448(d)(2), a provision included in the TRA
as sec. 801(a). See H. Conf. Rept. 99-841 (Vol. II) at II-287
(1986), 1986-3 C.B. (Vol. 4) 1, 287. The legislative history to
TAMRA reveals that the joint conferees to that Act knew that the
term “substantially all” had been equated with a 95-percent
requirement. See H. Conf. Rept. 100-1104 (Vol. 2) at II-152
(1988), 1988-3 C.B. 473, 642.
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