Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 24




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               B.  Respondent                                                         
               Respondent views the liquidating distribution, Countryside’s           
          sale of the Manchester property in 2001, and the redemption of              
          the AIG notes from MP in 2003 as giving rise to a series of                 
          “integrally related” transactions pursuant to which “Winn and               
          Curtis effectively control [by means of their continued                     
          ownership, through CLPP, of MP] their share of the proceeds from            
          the sale of * * * [the Manchester property], but have permanently           
          sheltered it from tax.”  Respondent seeks to deny, to Mr. Winn              
          and Mr. Curtis, any deferral, beyond 2000, of their gain                    
          attributable to the 2001 sale of the Manchester property.  Thus,            
          he takes the position that the liquidating distribution                     
          constituted a distribution of money to Mr. Winn and Mr. Curtis;             
          i.e., it was a distribution of money under (1) section 731(c)               
          and/or (2) the antiabuse rule of section 1.731-2(h), Income Tax             
          Regs.  In addition, respondent disregards MP’s $3.4 million                 
          liability to CB&T and Mr. Winn’s and Mr. Curtis’s respective                
          shares of that liability as offsets, under section 752(a), to the           
          deemed distributions of money to them under section 752(b) (i.e.,           
          as offsets to the decrease in their share of Countryside’s                  
          liabilities arising from the liquidating distribution).                     
          Consistently, respondent also disregards the $3.4 million of AIG            
          notes purchased by MP.                                                      
               Respondent’s position with respect to the impact of the                
          liquidating distribution on Mr. Winn’s and Mr. Curtis’s 2000                







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