InterTAN, Inc. - Page 40

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                    3.   Canada will redeem the preferred stock                       
                         for $20 million.  It is imperative that                      
                         this step be accomplished before the end                     
                         of the fiscal year.                                          
                    4.   After the end of the fiscal year, ITI                        
                         will make a new loan to Canada.                              
               Doug Saunders believes this will permit the Company to                 
               avoid the Canadian withholding tax since the transfer                  
               of funds to the U.S. should not constitute a dividend                  
               for Canadian tax purposes.  Whereas, the U.S. tax laws                 
               rely more on substance, the Canadian tax laws rely                     
               heavily on form.                                                       
          The only advice in the June 28, 1993 file memorandum is attrib-             
          uted to Mr. Saunders and concerns the Canadian withholding tax              
          issue.                                                                      
               With respect to respondent’s argument under respondent’s               
          alternative position that petitioner did not have reasonable                
          cause for, or act in good faith with respect to, its treatment of           
          the disputed transaction in petitioner’s 1993 return, petitioner            
          further counters that it relied on oral advice (Mr. Wolf’s                  
          alleged oral advice) given by Mr. Wolf, the Price Waterhouse                
          partner responsible for Price Waterhouse’s review and recommenda-           
          tion, to Mr. Saunders.  In this connection, Mr. Saunders testi-             
          fied that Mr. Wolf orally advised him that the disputed transac-            
          tion would be respected if challenged by respondent.  The only              
          evidence of Mr. Wolf’s alleged oral advice is Mr. Saunder’s                 
          uncorroborated testimony, which was self-serving to petitioner.24           

               24At the time of the trial in this case, Mr. Saunders was              
                                                             (continued...)           





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