CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 99

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          Mart equipment, and (2) from August 31, 1995, through February              
          28, 2002, in the case of the Shared equipment.                              
               Petitioner did not offer a reasonable explanation as to why            
          it was necessary for CMACM (petitioner’s subsidiary and                     
          affiliate) to acquire petitioner’s purported over lease residual            
          interests in the K-Mart and Shared equipment, and for CMACM,                
          pursuant to the purported section 351 transfer from CAP, to                 
          acquire and/or assume (1) the rental payment obligation for the             
          entire life of the over lease and (2) the Jenrich equipment                 
          purchase installment note.  In that regard, there appears to have           
          been no concern on petitioner’s part in structuring this second             
          lease strip deal about Jenrich’s questionable financial condition           
          and ability to make payments on the installment note.                       
          Ultimately, any note installments paid by Jenrich and over lease            
          rental payments by CMACM would be completely offset so that no              
          cash payments would have to be made by CMACM or by Jenrich.                 
               In the first lease strip deal for CFX, petitioner had a                
          business purpose and profit motive; viz, obtaining a fee of more            
          than $611,000 for arranging the lease strip deal for CFX.                   
          Petitioner, however, has not shown any credible business purpose            
          for its involvement in the second lease strip deal other than its           
          intent to claim $4.2 million in tax benefits.  The second lease             
          strip deal was structured to strip out the equipment rental                 
          income and reallocate it to the tax-indifferent Iowa Tribe in               






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