Advanced Delivery and Chemical Systems Nevada, Inc. - Page 2

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          Short Taxable                                                               
           Year Ending                     Deficiency                                 
          Dec. 31, 1996                      $  494,101                               
          Oct. 10, 1997                     1,578,112                                 

               Unless otherwise indicated, all section references are to              
          the Internal Revenue Code in effect for the years in issue, and             
          all Rule references are to the Tax Court Rules of Practice and              
               The issue for decision is whether petitioner is subject to             
          the accumulated earnings tax for the above short taxable years.             

                                  FINDINGS OF FACT                                    
               Some of the facts have been stipulated and are so found.               
               Petitioner, a Nevada corporation, was incorporated on                  
          June 13, 1996.  At the time the petition was filed, petitioner              
          maintained a registered address in Las Vegas, Nevada.                       
               Petitioner is the successor to Advanced Delivery & Chemical            
          Systems, Inc. (ADCS), an Illinois corporation that was                      
          incorporated on March 22, 1988, and that merged into petitioner             
          on July 9, 1996.  On October 10, 1997, petitioner was acquired by           
          ATMI Holdings, Inc. (ATMI), a public company.                               
               Stephen H. Siegele, a chemical engineer, was the founder of            
          and primary stockholder in ADCS.  From 1988 until its merger into           
          petitioner on July 9, 1996, ADCS was engaged in the business of             
          developing, manufacturing, and marketing ultra high purity                  
          chemicals for use in the computer industry.  The primary chemical           

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