J.E. Seagram Corp. v. Commissioner
United States Tax Court
P commenced a cash tender offer for a large part of the publicly traded stock of Conoco. Conoco thereafter entered into an agreement with DuPont Holdings, Inc. (DT), a subsidiary of DuPont, pursuant to which DT commenced a competing tender offer for all of the stock of Conoco. DT offered cash and publicly traded DuPont stock for Conoco stock. The agreement between Conoco and DT called for Conoco to be merged into DT if DT acquired more than 50 percent of Conoco's stock.
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P commenced a cash tender offer for a large part of the publicly traded stock of Conoco. Conoco thereafter entered into an agreement with DuPont Holdings, Inc. (DT), a subsidiary of DuPont, pursuant to which DT commenced a competing tender offer for all of the stock of Conoco. DT offered cash and publicly traded DuPont stock for Conoco stock. The agreement between Conoco and DT called for Conoco to be merged into DT if DT acquired more than 50 percent of Conoco's stock. As of the expiration of withdrawal rights under its tender offer, DT had been tendered in excess of 50 percent of Conoco's…
1Opinion of the Court
OPINION
Nims, Judge:
Respondent determined a deficiency in Federal income tax with respect to petitioner’s fiscal year ended July 31, 1982, in the amount of $160,127,325. Respondent also determined deficiencies for withholding of income tax at source in the following amounts:
Calendar year Withholding deficiency
1982 . $175,696
1983 . 172,914
1984 . 64,886
In addition to contesting these deficiencies, petitioner claims overpayments in Federal income tax with respect to its fiscal year ended July 31, 1982, in the amount of $1,954,608.
Following concessions by the parties, the only issue for decision…
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