Garber Industries Holding Co., Inc. - Page 2

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                    1.  Held:  Sec. 382(l)(3)(A)(i), I.R.C., which                    
               provides that an “individual” and all members of his                   
               family described in sec. 318(a)(1), I.R.C. (i.e., his                  
               spouse, children, grandchildren, and parents) are                      
               treated as one individual for purposes of applying sec.                
               382, applies solely from the perspective of individuals                
               who are shareholders (as determined under applicable                   
               attribution rules) of the loss corporation.                            
                    2.  Held, further, A and B are not treated as one                 
               individual under sec. 382(l)(3)(A)(i), I.R.C.                          
                    3.  Held, further, A’s sale of his P shares to B                  
               resulted in an ownership change with respect to P                      
               within the meaning of sec. 382(g), I.R.C.                              

               George W. Connelly, Jr., Linda S. Paine, and Phyllis A.                
          Guillory, for petitioner.                                                   
               Susan K. Greene and Marilyn S. Ames, for respondent.                   


               HALPERN, Judge:  By notice of deficiency dated June 21,                
          2001, respondent determined deficiencies in petitioner’s Federal            
          income taxes for petitioner’s 1997 and 1998 taxable (calendar)              
          years in the amounts of $4,916 and $301,835, respectively.  The             
          parties have settled all issues save one, leaving for our                   
          decision only the question of whether a 1998 stock sale between             
          siblings that increased one sibling’s percentage ownership of               
          petitioner by more than 50 percentage points resulted in an                 
          ownership change for purposes of section 382, triggering that               
          section’s limitation on net operating loss (NOL) carryovers.1               

               1  The parties have stipulated that (1) if the sec. 382                
                                                             (continued...)           





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