InterTAN, Inc. - Page 39

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          virtually simultaneously on June 30, 1993, and the last two steps           
          (i.e., petitioner’s relending $20 million to ITC and ITC’s using            
          that $20 million to repay the $20 million that it borrowed from             
          Royal Bank on June 30, 1993) occurred virtually simultaneously on           
          July 2, 1993, the next Canadian bank business day.                          
               If, as petitioner claims, it relied on Price Waterhouse’s              
          advice set forth in the June 15, 1993 memorandum and in Mr.                 
          Bond’s draft June 1993 file memorandum, it seems to us that                 
          petitioner would have followed such advice or would have been               
          able to explain why it ignored such advice, which it has not.               
               The June 28, 1993 file memorandum from Mr. Bond is the only            
          written memorandum from Price Waterhouse personnel that sets                
          forth the steps of the disputed transaction as they occurred.               
          However, that memorandum did not provide any advice by Price                
          Waterhouse about the tax consequences of those steps.  Instead,             
          the June 28, 1993 file memorandum merely set forth what peti-               
          tioner intended to do, as follows:                                          
               In order to avoid the Canadian withholding tax, the                    
               Company plans to structure the transaction as a return                 
               of capital for Canadian tax purposes while still being                 
               considered a dividend for U.S. tax purposes.  The                      
               Company plans to take the following action:                            
                    1.   Canada will borrow $20 million (U.S.)                        
                         from the bank and repay a portion of its                     
                         debt owed to ITI.                                            
                    2.   ITI will use the $20 million to purchase                     
                         a new class of preferred stock issued by                     
                         Canada.                                                      






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