Tsn Liquidating Corporation filed as a Domestic For-Profit Corporation in the State of Texas and is no longer active.
This corporate entity was filed approximately fifty-three years ago on Tuesday, October 27, 1964 as recorded in documents filed with Texas Secretary of State.
Appellant Brief due by 5/7/2013.(bkar) (Entered: 04/23/2013)ORDER: Accordingly, IT IS HEREBY ORDERED THAT Appellants shall, on or before July 8, 2013, make a supplemental submission to the Court including the following: a list of the specific judgment, order, or decree by the bankruptcy court that Appellants are appealing, including the date and docket number of any such judgment, order, or decree; and, for each judgment, order, or decree identified by Appellants, a list of the reasons why they believe that decision is incorrect.
Union Mutual thereupon contributed to the capital of CLIC $1,120,000 in municipal bonds and purchased from CLIC additional capital stock of CLIC for $824,598 in cash paid to CLIC. The Board of Directors of Waterman rejected Mc Lean's offer, but authorized Waterman's president to submit a counter proposal providing for the sale of all the capital stock in the subsidiaries for $700,000, but only after the subsidiaries paid dividends to Waterman in the aggregate amount of $2,800,000.
In its income tax return for the fiscal year ended July 31, 1969, TSN reported its receipt of assets from CLIC as a dividend and claimed the 85% dividends received deduction available to corporate stockholders pursuant to § 243(a)(1) of the Internal Revenue Code of 1954. As finally consummated, the dividends and the sale of the capital stock of the subsidiaries took the following form: (3) Thirty minutes later, after the closing of the sale of the capital stock of the subsidiaries had occurred, Pan-Atlantic held a special meeting of its new Board of Directors, and the Board authorized Pan-Atlantic to borrow $2,800,000 from Mc Lean and a corporation controlled by Mc Lean.
Union Mutual did not like CLIC's investment portfolio but considered bonds to be more in keeping with insurance industry responsibilities. We agree with TSN that this case is controlled by the Coffey, Gilmore and Rosenbloom cases rather than by the Waterman and Basic cases relied upon by the district court. Here, Mc Lean originally offered Waterman $3,500,000 for the stock of Pan-Atlantic and Gulf Florida. Instead, the Service would have us hold that the mere infusion of assets into the acquired company after the closing, assets which are markedly different in kind from the assets that were distributed prior to the closing, should result in the disallowance of dividend treatment for the distribution of the unwanted assets, and the Service cites Waterman as authority for that proposition.
The Court finds, however, that CLIC had never formulated a definite plan on how to solve its investment portfolio problem. We differ with the district court only in the legal characterization of those facts and in the conclusion to be drawn therefrom. We hold that in substance Pan-Atlantic neither declared nor paid a dividend to Waterman, but rather acted as a mere conduit for the payment of the purchase price to Waterman. Indeed, the Internal Revenue Service does not argue, in the case before the court, that the transaction was in any respect a sham.
TSN paid the additional tax due as a result of such treatment by the Internal Revenue Service, filed a claim for a refund and subsequently instituted this action against the Internal Revenue Service. On audit, the Internal Revenue Service took the position that Waterman had realized a long-term capital gain of $2,800,000 on the sale of the capital stock of the subsidiaries and increased its taxable income accordingly.