Information Return for Acquisition of Control

or Substantial Change in Capital Structure Form 8806 OMB No. 1545-1869

(December 2003)

Department of the Treasury

Internal Revenue Service

For Paperwork Reduction Act Notice, see page 3. Cat. No. 10085T Form 8806 (12-2003)

Name of reporting corporation

d Is the acquiring corporation a foreign corporation (as defined in section 7701(a)(5))? Yes

1a

Part I Reporting Corporation (see instructions)

c EIN of reporting corporation

2a

b Address of reporting corporation

Name of reporting corporation’s common parent, if any

c EIN of reporting corporation’s common parent

b Address of reporting corporation’s common parent

Part II Acquiring Corporation (see instructions)

3a Name of acquiring corporation

c EIN of acquiring corporation

b Address of acquiring corporation

No

e Is the acquiring corporation a dual resident corporation (see Regulations section 1.1503-2(c)(2))? Yes No

f Was the acquiring corporation newly formed prior to its involvement in the transaction? Yes No

Part III Information About Acquisition of Control or Substantial Change in Capital Structure

4a Name of acquiring corporation’s common parent, if any

c EIN of acquiring corporation’s common parent

b Address of acquiring corporation’s common parent

5a Date of transaction(s) that resulted in the acquisition of control or substantial change in capital structure 

b Description of the transaction(s) 

6a Did the reporting corporation’s shareholders receive any stock in exchange for their stock in the reporting

corporation, for which the reporting corporation has reasonably determined that the shareholders are not required to

recognize gain (if any) from the receipt of such stock? (If “No,” go to line 7a) Yes No

b Fair market value of the stock received 6b

c Description of the stock received 

7a Amount of cash received by the reporting corporation’s shareholders in exchange for their stock

b Fair market value of property, other than stock, received by the reporting corporation’s shareholders

c Did the reporting corporation’s shareholders receive any stock, other than stock described on line 6c above, in exchange

for their stock in the reporting corporation, for which the reporting corporation has reasonably determined that its

shareholders would be required to recognize gain (if any) from the receipt of such stock? (If “No,” go to line 7e.) Yes No

d Fair market value of the stock received 

e Total cash and property. Add lines 7a, 7b, and 7d 7e

7d

7b

7a

f Description of the stock 

Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true,

correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. Sign

Here

Signature of officer Date

Date Preparer’s SSN or PTIN Preparer’s

signature

Check if

self-employed

Paid

Preparer’s

Use Only

Firm’s name (or

yours if self-employed),

address, and ZIP code

EIN

Phone no. ( )









Part IV Consent Election

8 Does the reporting corporation consent to the publication of its name and address, date of transaction(s), description of shares

affected by the transaction(s) and the amount of cash and fair market value of any property provided to each class of shareholders in

exchange for a share, on an IRS website and/or in an IRS publication, as described in Temporary Regulations section 1.6043-4T(a)(2),

to assist brokers to satisfy their reporting obligations under Temporary Regulations section 1.6045-3T? Yes No

Under penalties of perjury, I declare that I am an officer of the above named corporation and that I am authorized to give consent on behalf of the above named

corporation for the IRS to publish the information necessary to enable brokers to satisfy their reporting obligations under Temporary Regulations section 1.6045-3T.

Sign

Here  Signature of officer Date Title
Form 8806 (12-2003) Page 2

Constructive ownership. Generally, the

constructive ownership rules of section

318(a) (except for section 318(a)(4),

providing for constructive ownership

through an option to acquire stock),

modified as provided in section

304(c)(3)(B), apply for determining

whether there has been an acquisition of

control. The determination of whether

there has been an acquisition of control

will be made without regard to whether

the person or persons from whom

control was acquired retain indirect

control of the first corporation under

section 318(a). Section 318(a) will not

cause a second corporation to be

treated as owning, before an acquisition

of stock in a first corporation (directly or

indirectly) by the second corporation,

any stock that is acquired in the first

corporation.

Corporation includes group. If two or

more corporations act according to a

plan or arrangement with respect to the

acquisition of stock, they will be treated

as one corporation.

Section 338 election. An acquisition of

stock of a corporation with respect to

which an election under section 338 is

made is treated as an acquisition of

stock (and not as an acquisition of the

assets of the corporation).

Substantial Change in Capital

Structure of a Corporation

● Undergoes a recapitalization with

respect to its stock;

● Redeems its stock (including deemed

redemptions);

● Merges, consolidates, or otherwise

combines with another corporation or

transfers all or substantially all of its

assets to one or more corporations;

● Transfers all or part of its assets to

another corporation in a Title 11 or

similar case and, in pursuance of the

plan, distributes stock or securities of

that corporation; or

● Changes its identity, form, or place of

organization.

Reporting Corporation

Acquiring Corporation

Who Must File

A reporting corporation is required to file

Form 8806 if the reporting corporation or

any shareholder is required to recognize

gain (if any) as a result of the application

of section 367(a) to the transaction.

Corporations Not Required

To File

Do not file Form 8806:

When To File

File Form 8806, within 45 days after the

transaction, or if earlier by January 5th

of the calendar year following the year in

which the acquisition of control or

substantial change in capital structure

occured.

Control. Control means the ownership

of stock possessing at least 50% of the

total combined voting power of all

classes of stock entitled to vote or at

least 50% of the total value of shares of

all classes of stock.

Receipt of property. A shareholder is

treated as receiving property (or as

having property provided to it) related to

an aquisition of control or a substantial

change in capital structure if a liability of

the shareholder is assumed in the

transaction and, as a result of the

transaction, an amount is realized by the

shareholder from the sale or exchange

of stock.

● For transactions that were properly

reported under section 6043(a); or

● If the reporting corporation reasonably

determines that all of its shareholders

who receive cash, stock, or other

property related to the acquisition of

control or substantial change in capital

structure are exempt recipients under

Temporary Regulations section

1.6043-4T(b)(6).

Penalties for Failure To File

Caution: Form 8806 and all Forms

1099-CAP, Changes in Corporate

Control and Capital Structure, required

to be filed under Temporary Regulations

sections 1.6043-4T(a) and (b) will be

considered as one return for purposes of

the failure to file penalty under section

6652(l).

General Instructions

Section references are to the Internal

Revenue Code unless otherwise noted.

Purpose of Form

A reporting corporation must file Form

8806, Information Return for Acquisition

of Control or Substantial Change in

Capital Structure, to report an

acquisition of control or a substantial

change in the capital structure of a

domestic corporation.

● Stock representing control of the first

corporation is distributed by a second

corporation to shareholders of the

second corporation and the fair market

value of such stock on the date of

distribution is $100 million or more or

● Before an acquisition of stock of the

first corporation (directly or indirectly) by

a second corporation, the second

corporation does not have control of the

first corporation; after the acquisition,

the second corporation has control of

the first corporation; the fair market

value of the stock acquired in the

transaction and in any related

transactions as of the date or dates on

which the stock was acquired is $100

million or more; and the shareholders of

the first corporation (determined without

applying the constructive ownership rule

of section 318(a)) receive cash, stock, or

other property pursuant to the aquisition.

Acquisition of Control of a

Corporation

A corporation has a substantial change

in capital structure if it has a change in

capital structure and the amount of any

cash and the fair market value of any

other property (including the value of

any stock) provided to the shareholders

of such corporation pursuant to the

change in capital structure, as of the

date or dates on which the cash or

other property is provided, is $100

million or more. Generally, a corporation

has a change in capital structure if the

corporation in a transaction or series of

transactions:

Generally, an acquisition of control of a

corporation (first corporation) occurs if,

in a transaction or series of related

transactions, either:

Definitions

If the reporting corporation transfers

all or substantially all of its assets to an

acquiring corporation in a transaction

that constitutes a substantial change in

the capital structure of the reporting

corporation and the reporting

corporation does not file Form 8806,

then the acquiring corporation must file

Form 8806. If neither corporation files

Form 8806, both corporations are jointly

and severally liable for any applicable

penalties. See Penalties for Failure To

File below.

If an acquisition of control or a

substantial change in capital structure

of a corporation occurs after

December 31, 2002, and before

December 30, 2003, Form 8806 must be

filed on or before January 12, 2004.

If a correct Form 8806 is not filed by

the due date of the corporation’s income

tax return, including extensions, it may

be penalized $500 for each day the

A reporting corporation is a corporation

whose stock was acquired in an

acquisition of control or that had a

substantial change in its capital

structure.

The acquiring corporation is any

corporation that acquired control of the

reporting corporation or received assets

from the reporting corporation pursuant

to a substantial change in capital

structure of the reporting corporation.

Where To File

Mail Form 8806 to:

Internal Revenue Service

Large and Midsize Business Division

Attention: PFTS

1111 Constitution Ave., NW

Washington, DC 20224
Form 8806 (12-2003) Page 3

Note: Failure to file also includes the

requirement to file on magnetic media as

required by section 6011(e) and

Regulations section 1.6011-2.

Information Returns

Regarding Shareholders

A corporation required to file Form 8806

also must file Form 1099-CAP for certain

shareholders of record who receive cash

or other property (including stock) in

exchange for their stock in the reporting

corporation due to the acquisition of

control or the substantial change in

capital structure. See Form 1099-CAP

for more information.

Specific Instructions

Employer identification number (EIN).

An EIN must be included for each

corporation identified. An EIN is not

required if the corporation does not

have, and is not otherwise required to

have, an EIN.

Common parent of the reporting

corporation. If the reporting corporation

was a subsidiary member of a

consolidated group immediately prior to

the reportable transaction, complete

lines 2a and 2b.

Common parent of the acquiring

corporation. If the acquiring corporation

was a subsidiary member of a

consolidated group at the time of the

change in control or substantial change

in capital structure, complete lines 4a

and 4b.

Paperwork Reduction Act Notice. We

ask for the information on this form to

carry out the Internal Revenue laws of

the United States. You are required to

give us the information. We need it to

ensure that you are complying with

these laws and to allow us to figure and

collect the right amount of tax.

You are not required to provide the

information requested on a form that is

subject to the Paperwork Reduction Act

unless the form displays a valid OMB

control number. Books or records

relating to a form or its instructions must

be retained as long as their contents

may become material in the

administration of any Internal Revenue

law. Generally, tax returns and return

information are confidential, as required

by section 6103.

The time needed to complete and file

this tax form will vary depending on

individual circumstances. The estimated

average time is:

Recordkeeping 6 hr., 42 min.

Learning about the

law or the form 2 hr., 10 min.

Preparing and sending

the form to the IRS 2 hr., 23 min.

If you have comments concerning the

accuracy of these time estimates or

suggestions for making this form

simpler, we would be happy to hear from

you. You can write to the Tax Forms

Committee, Western Area Distribution

Center, Rancho Cordova, CA

95743-0001. Do not send this form to

this address. Instead see Where To File

on page 2.

return is late, up to a maximum of

$100,000. The penalty will not be

imposed if the corporation can show

that the failure to file on time was due to

reasonable cause. Corporations that file

late must attach a statement explaining

the reasonable cause. Additional

penalties may apply under sections

7203, 7206, and 7207.

Part IV–Consent Election

A reporting corporation may elect to

consent to the IRS publication (on the

IRS website and/or an IRS publication)

of information included on this form, to

be limited to the name and address of

the corporation, the date of the

transaction, a description of the shares

affected by the transaction, and the

amount of cash and the fair market

value of any property (as reflected on

line 7e) provided to each class of

shareholders in exchange for a share.

See Temporary Regulations section

1.6043-4T(a)(2).

Corporations that elect to consent to

such publication are not required to file

Form 1099-CAP with respect to

shareholders that are clearing

organizations, or to furnish Form

1099-CAP to such organizations. See

Temporary Regulations section

1.6043-4T(b)(1) and (4).