- 24 -
agreement was signed by Helmle both individually and as an
officer of 2618. Consistent with that arrangement, 2618 paid
petitioner $197,785 in 1989 and $90,630 in 1990. The parties
stipulated that $84,689 for 1989, and $20,748 for 1990, was
includable in petitioner’s Schedule C income, and that the
balance constituted 2618's repayment of money petitioner advanced
to or paid on behalf of 2618. Also, the mixed beverage permit
issued on September 20, 1988, and renewed on September 20, 1990,
was issued to “Caligula XXI, 2618 Inc.” Moreover, respondent’s
suggestion that petitioner operated the club on his own behalf
rather than on behalf of 2618 is inconsistent with his position
that petitioner was in receipt of constructive dividends from
2618 during the audit years. For all of the foregoing reasons,
we find that 2618, not petitioner, transferred, to JKP,
substantially all of the assets (either owned or leased from
petitioner) associated with the operation of the club. On that
basis, respondent concedes (and we hold) that the transfer of the
club’s operation from 2618 to JKP met the statutory requirements
for a “D” reorganization.14
14 Because we hold that the transfer of the club’s
operation from 2618 to JKP satisfied the statutory requirements
for a “D” reorganization, we find it unnecessary to decide
whether such transfer also satisfied the statutory requirements
for an “F” reorganization.
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