Information Return for Acquisition of Control

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

(Rev. February 2006)

Department of the Treasury

Internal Revenue Service

For Paperwork Reduction Act Notice, see page 3. Cat. No. 10085T Form 8806 (Rev. 2-2006)

Name of reporting corporation

d

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

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 or other property in exchange for their stock in the

reporting corporation, for which the reporting corporation has reasonably determined that the shareholders are

required to recognize gain (if any) from the exchange of such stock? (If “Yes,” go to lines 6b and 6c) Yes No

b Fair market value of the stock or other property received 6b

c Description of the stock or other property received 

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

7 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 Regulations section 1.6043-4(a)(2), to assist

brokers to satisfy their reporting obligations under Regulations section 1.6043-4(b)? 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 Regulations section 1.6043-4(b).

Sign

Here  Signature of officer Date Title
Form 8806 (Rev. 2-2006) Page 2

Substantial Change in Capital

Structure of a Corporation

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; and

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

occurred.

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 acquisition 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

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 Regulations sections

1.6043-4(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 to report an acquisition of control

or a substantial change in the capital

structure of a domestic corporation that

occurred after December 4, 2005. The

reporting corporation or any shareholder

is required to recognize gain (if any)

under section 367(a) and its regulation

as a result of the transaction.

● The first corporation or any

shareholder of the first corporation is

required to recognize gain (if any) under

section 367(a) and the regulations, as a

result of the transaction.

● Before an acquisition of stock of the

first corporation (directly or indirectly) by

the second corporation, the second

corporation does not have control of the

first corporation;

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:

Generally, an acquisition of control of a

corporation (first corporation) occurs if,

in a transaction or series of related

transactions:

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 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

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.

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

● 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 such stock was acquired

is $100 million or more;

● The shareholders of the first

corporation receive stock or other

property pursuant to the acquisition; and

2. The corporation or any shareholder

is required to recognize gain (if any)

under section 367(a) and the regulations,

as a result of the transaction.

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. 1. The corporation in a transaction or

series of transactions:

● Merges, consolidates, or otherwise

combines with another corporation or

control or substantial change in capital

structure are exempt recipients under

Regulations section 1.6043-4(b)(5).
Form 8806 (Rev. 2-2006) Page 3

Printed on recycled paper

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.

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 Internal

Revenue Service, Tax Products

Coordinating Committee,

SE:W:CAR:MP:T:T:SP, 1111 Constitution

Ave. NW, IR-6406, Washington, DC

20224. Do not send this form to this

address. Instead see Where To File on

page 2.

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 provided to

shareholders in exchange for a share.

See Regulations section 1.6043-4(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

Regulations section 1.6043-4(b)(1) and

(4). 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.