IRS WON'T RULE ON CERTAIN CORPORATE REORGANIZATION ISSUES.

Rev. Proc. 94-76

SECTION 1. PURPOSE

This revenue procedure amplifies Rev. Proc. 94-3, 1994-1 C.B. 447, which sets forth areas of the Internal Revenue Code (Code) under the jurisdiction of the Associate Chief Counsel (Domestic) in which the Internal Revenue Service (IRS) will not issue advance rulings or determination letters.

SEC. 2. BACKGROUND

Section 337(d) directs the Secretary to prescribe regulations to ensure that the purposes of the amendments made by subtitle D of title VI of the Tax Reform Act of 1986, relating to the repeal of the General Utilities doctrine, are not circumvented through the use of any provision of law or regulations including sections 351-368, relating to corporate organizations and reorganizations. See General Utilities & Operating Co. v. Helvering, 296 U.S. 200 (1935). The IRS is studying whether certain transactions qualifying as corporate reorganizations under section 368 circumvent the purposes of General Utilities repeal, necessitating corrective regulations under section 337(d). The transactions under study are described in section 3 of this revenue procedure. While the study is being undertaken, the IRS will not issue advance rulings on the tax consequences of the transactions under study.

SEC. 3. PROCEDURE

Rev Proc. 94-3 is amplified by adding to section 5 the following:

Section 368. -- Definitions Relating to Corporate Reorganizations. -- The tax consequences under section 368 or other provisions of the Code with respect to a transaction in which one corporation owns stock in a second corporation, the first corporation is not an "80-percent distributee" of the second corporation under section 337(c), and the two corporations are combined.

SEC. 4. EFFECTIVE DATE

This revenue procedure applies to all ruling requests postmarked or, if not mailed, received on or after December 13, 1994.

DRAFTING INFORMATION

The principal author of this revenue procedure is Keith E. Stanley of the office of Assistant Chief Counsel (Corporate). For further information regarding this revenue procedure contact Mr. Stanley on (202) 622-7530 (not a toll-free call).