Peter S. Peracchio - Page 5

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          prior to the termination date without the written consent of the            
          general partners.                                                           
               Partners may freely transfer their partnership units to or             
          for the benefit of certain family members and charitable                    
          organizations (permitted transferees).  A partner desiring to               
          transfer his partnership units to someone other than a permitted            
          transferee must first offer those units to the partnership on the           
          same terms and conditions.  The partnership then has 30 days to             
          exercise its option to purchase such units.  Regardless of the              
          identity of the transferee, no transferee of partnership units              
          can attain the legal status of a partner in the partnership                 
          without the unanimous consent of all general partners.                      
               Limited partners have no right to participate in the                   
          management of the partnership’s affairs, and partnership                    
          distributions are subject to the discretion of the general                  
          partners.                                                                   
          The Gift Tax Return                                                         
               Petitioner timely filed Form 709, United States Gift (and              
          Generation Skipping Transfer) Tax Return, for 1997 (the Form                
          709).  In a statement attached to the Form 709, petitioner                  
          reported his gratuitous transfer of 9.0788 partnership units to             
          his son at a value of $9,070.  In the same statement, petitioner            
          reported his gratuitous transfer of 916.667 partnership units to            
          the trust at a value of $550,000.  In another attachment to the             
          Form 709, petitioner disclosed that he had determined the value             




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Last modified: May 25, 2011