Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 42

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          authorized by the agreement at issue, if it results in a non-de             
          minimis change in the value, quality, or timing of the right at             
          issue, it will be deemed a substantial modification.  Sec.                  
          25.2703-1(c)(1), Gift Tax Regs.  Assuming, arguendo, that a price           
          change made on a date other than August 1, and without the                  
          consent of all shareholders, was in compliance with the 1981                
          Agreement, decedent’s change in the price is a substantial                  
          modification under the regulations if it produced more than a de            
          minimis change in value.  Before the modification, decedent had             
          the right to have his shares redeemed on the basis of BCC’s book            
          value from the most recent fiscal yearend, which in November 1996           
          would have yielded a purchase price for his shares of $7.6                  
          million (based on the January 31, 1996, fiscal yearend book value           
          of $9,135,506).  After the modification, he had the right to have           
          his shares redeemed at $4 million.  Conversely, BCC’s redemption            
          obligation changed from $7.6 to $4 million.  We conclude that               
          this is a non-de minimis change in the value of decedent’s and              
          BCC’s rights with respect to decedent’s BCC shares.                         
               The estate further argues that the quality of the right was            
          not changed by virtue of decedent’s designation of a $4 million             
          purchase price because it falls under an exception listed in                
          section 25.2703-1(c)(2), Gift Tax Regs.  Section 25.2703-                   
          1(c)(2)(iv), Gift Tax Regs., provides that “A modification that             

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