Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 19




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          Countryside interest as of January 1, 2000, (2) the changes in              
          both his share of those liabilities and that basis between                  
          January 1 and the December 26, 2000, liquidating distribution,              
          and (3) the effect of the liquidating distribution on his share             
          of those liabilities.                                                       
               Participating partner represents that Mr. Winn’s adjusted              
          basis in his interest in Countryside immediately before the                 
          liquidating distribution to him was $19,937,590, and the amount             
          of money considered distributed to him pursuant to section 752(b)           
          in connection with the liquidating distribution (i.e., the net              
          decrease in Mr. Winn’s share of Countryside’s and MP’s                      
          liabilities resulting from the liquidating distribution) was                
          $19,656,762.11  Because the net decrease in Mr. Winn’s share of             
          those liabilities resulting from the liquidating distribution               
          ($19,656,762) was less than his adjusted basis for his interest             
          in Countryside immediately before that distribution                         
          ($19,937,590), Mr. Winn argues that, pursuant to section                    
          731(a)(1) (which limits the gain recognized to a partner on any             
          distribution from a partnership to the amount of money                      
          distributed in excess of the partner’s adjusted basis in the                
          partnership at the time of the distribution), he realized no gain           
          on the liquidating distribution.                                            

               11  The exhibit states that the liquidating distribution               
          relieved Mr. Winn of $22,142,736 of Countryside’s liabilities in            
          existence as of Dec. 26, 2000, but that Mr. Winn’s retained                 
          liability representing his share of CLPP’s share of MP’s $3.4               
          million (plus interest) liability to CB&T was $2,485,974,                   
          resulting in net relief from liabilities for Mr. Winn of                    
          $19,656,762.                                                                





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