Page:United States Statutes at Large Volume 100 Part 3.djvu/995

 PUBLIC LAW 99-514—OCT. 22, 1986

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100 STAT. 2803

thereof the following new sentence: "For purposes of the preceding sentence, if there is a letter of intent between a corporation and a securities underwriter entered into on or before June 22, 1984, and the subsequent issuance or sale is effected pursuant to a registration statement filed with the Securities and Exchange Commission, such stock shall be treated as issued or sold pursuant to a registration statement filed with the Securities and Exchange Commission on or before June 22, 1984." (6) AMENDMENT OF SECTION 332.— (A) IN GENERAL.—Paragraph (1) of section 332(b) (relating to liquidations to which section applies) is amended to read as follows: "(1) the corporation receiving such property was, on the date of the adoption of the plan of liquidation, and has continued to be at all times until the receipt of the property, the owner of stock (in such other corporation) meeting the requirements of section 1504(a)(2); and either".

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(B) EFFECTIVE DATE.—

(i) IN GENERAL.—Except as provided in clause (iii), the amendment made by subparagraph (A) shall apply with respect to plans of complete liquidation adopted after March 28, 1985. (ii) CERTAIN DISTRIBUTIONS MADE AFTER DECEMBER 3 1,

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1984.—Except as provided in clause (iii), the amendment made by subparagraph (A) shall also apply with respect to plans of complete liquidations adopted on or before March 28, 1985, pursuant to which any distribution is made in a taxable year beginning after December 31, 1984 (December 31, 1983, in the case of an affiliated group to which an election under section 60(b)(7) of the Tax Reform Act of 1984 applies), but only if the liquidating corporation and any corporation which receives a distribution in complete liquidation of such corporation are members of an affiliated group of corporations filing a consolidated return for the taxable year which includes the date of the distribution. (iii) TRANSITIONAL RULE FOR AFFILIATED GROUPS.—The

amendment made by subparagraph (A) shall not apply with respect to plans of complete liquidation if the liquidating corporation is a member of an affiliated group of corporations under section 600b)(2), (5), (6), or y (8) of the Tax Reform Act of 1984, for all taxable years which include the date of any distribution pursuant to .1 such plan. (7) AMENDMENT OP SECTION 337.— (A) IN GENERAL.—Subparagraph (B) of section 337(c)(3) m 11 (defining distributee corporation) is amended to read as follows: iM'

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"(B) DISTRIBUTEE CORPORATION.—For purposes of subpara-

graph (A), the term 'distributee corporation' means any corporation which receives a distribution to which section 332 applies in a complete liquidation of the selling corporation. Such term also includes any other corporation which receives a distribution to which section 332 applies in a complete liquidation of a corporation which is a distributee corporation under the preceding sentence or prior application of this sentence."

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