Framatome Connectors USA, Inc. - Page 57




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               We conclude that Burndy-US transferred to FCI excess value             
          of $15,807,495 ($14,677,250 for FC-Belgium and $1,130,245 for FC-           
          Switzerland) in 1993 by transferring the stock of FC-Belgium and            
          FC-Switzerland to FCI.25                                                    
                    b.   Exchange Rates                                               
               Respondent contends that Burndy-US transferred $2,140,546 to           
          FCI by using an inflated exchange rate to value French francs in            
          1993 when Burndy-US transferred its European subsidiaries and               
          cash to FCI in exchange for a 40-percent interest in Burndy-                
          Japan.  Respondent bases this contention on exchange rates for              
          December 30, 1993, published by the Federal Reserve Bank of New             
          York.  Petitioners contend that the exchange rates that Burndy-US           
          and FCI used were the result of arm’s-length negotiations, and              
          that the published rates are entitled to no weight.  We disagree            
          in part with both parties.                                                  
               FCI agreed to sell 595,200 shares of Burndy-Japan stock to             
          Burndy-US for FF300,240,285 (or $53,050,302, the amount Burndy-US           
          reported on its income tax return).  The exchange rate published            
          by the Federal Reserve Bank of New York was FF5.8975 to $1 for              



               25  Burndy-US reported on its 1993 return that it paid                 
          $17,690,552 in cash as a part of that transaction.  Petitioners             
          contend that Burndy-US paid only $17,289,162.  We need not decide           
          which amount is correct because respondent did not determine that           
          a constructive dividend resulted from the $17,690,552 cash                  
          component.  Similarly, we need not decide petitioners’ contention           
          that we must use the fair market value of francs, not Burndy-US’s           
          tax basis in those francs, to decide which amount is correct.               





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