Certain Asset Transfers to a Tax-Exempt Entity

DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Part 1

[REG-209121-89]

RIN 1545-AN21

Certain Asset Transfers to a Tax-Exempt Entity

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rulemaking and notice of public hearing.

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SUMMARY: This document contains proposed regulations. The proposed

regulations effectuate provisions of the Tax Reform Act of 1986 and the

Technical and Miscellaneous Revenue Act of 1988. The proposed

regulations generally affect a taxable corporation that transfers all

or substantially all of its assets to a tax-exempt entity or converts

from a taxable corporation to a

tax-exempt entity, and generally require the taxable corporation to

recognize gain or loss in such a transaction.

DATES: Written comments must be received by April 15, 1997. Requests to

speak (with outlines of oral comments to be discussed) at the public

hearing scheduled for May 6, 1997, at 10:00 a.m. must be submitted by

April 15, 1997.

ADDRESSES: Send submissions to: CC:DOM:CORP:R (REG-209121-89), Room

5226, Internal Revenue Service, POB 7604, Ben Franklin Station,

Washington, DC 20044. Submissions also may be hand delivered between

the hours of 8 a.m. and 5 p.m. to: CC:DOM:CORP:R (REG-209121-89),

Courier's Desk, Internal Revenue Service, 1111 Constitution Ave. NW.,

Washington, DC. Alternatively, taxpayers may submit comments

electronically via the Internet by selecting the ``Tax Regs'' option on

the IRS Home Page, or by submitting comments directly to the IRS

Internet site at http://www.irs.ustreas.gov/prod/tax__regs/

comments.html. The public hearing will be held in the IRS Auditorium,

Internal Revenue Building, 1111 Constitution Avenue, NW., Washington,

DC.

FOR FURTHER INFORMATION CONTACT: Concerning the regulations, Stephen R.

Cleary (202) 622-7530; concerning submissions and the hearing,

Evangelista Lee, (202) 622-7180, (not toll-free numbers).

SUPPLEMENTARY INFORMATION:

rs.ustreas.gov/prod/tax__regs/

comments.html. The public hearing will be held in the IRS Auditorium,

Internal Revenue Building, 1111 Constitution Avenue, NW., Washington,

DC.

FOR FURTHER INFORMATION CONTACT: Concerning the regulations, Stephen R.

Cleary (202) 622-7530; concerning submissions and the hearing,

Evangelista Lee, (202) 622-7180, (not toll-free numbers).

SUPPLEMENTARY INFORMATION:

Background

This document contains proposed amendments to the Income Tax

Regulations (26 CFR Part 1) relating to the repeal of the General

Utilities doctrine in the Tax Reform Act of 1986. Under the General

Utilities doctrine, which took its name from General Utilities &

Operating Co. v. Helvering, 296 U.S. 200 (1935), corporations were not

required to recognize gain or loss when they distributed appreciated or

depreciated property to their shareholders. The General Utilities

doctrine applied to distributions of property in complete liquidation,

certain sales of property that were in connection with a complete

liquidation, and nonliquidating distributions of property. It was

codified in former sections 311, 336, and 337 of the Internal Revenue

Code of 1954.

The General Utilities doctrine was an exception to the general rule

that income earned by a corporation is taxed twice, once to the

corporation when the income is earned and a second time to the

corporation's shareholders when the earnings are distributed. The

General Utilities doctrine generally permitted the permanent

elimination of corporate-level tax on the disposition of appreciated

assets because the transferee received a fair market value basis in the

assets and the corporation generally did not recognize any gain. Thus,

the appreciated assets left corporate solution without any corporate-

level tax having been paid

ings are distributed. The

General Utilities doctrine generally permitted the permanent

elimination of corporate-level tax on the disposition of appreciated

assets because the transferee received a fair market value basis in the

assets and the corporation generally did not recognize any gain. Thus,

the appreciated assets left corporate solution without any corporate-

level tax having been paid.

Beginning in 1969, the scope of the General Utilities doctrine was

restricted by a series of amendments (initially relating to

nonliquidating distributions governed by section 311), until ultimately

the General Utilities doctrine was repealed, with limited exceptions,

in the Tax Reform Act of 1986. Sections 336 and 337 were amended to

generally require corporations to recognize gain or loss when

appreciated or depreciated property is distributed in complete

liquidation or sold in connection with a complete liquidation.

Section 337(a) provides one of the limited exceptions from the

repeal of the General Utilities doctrine by allowing a subsidiary to

liquidate into its 80-percent distributee (a corporation meeting the

stock ownership requirements of section 332(b) in the liquidating

corporation) without recognizing gain or loss. The 80-percent

distributee takes a carryover basis in the distributed property.

However, under section 337(b)(2), this nonrecognition exception

generally does not apply if the 80-percent distributee is a tax-exempt

entity.

The Tax Reform Act of 1986 added section 337(d), directing the

Secretary to prescribe regulations as may be necessary to carry out the

purposes of the repeal of the General Utilities doctrine. The

legislative history of the Tax Reform Act of 1986 indicates that the

General Utilities doctrine was repealed because it tended to undermine

the corporate income tax by allowing appreciated property to leave

corporate solution without imposition of a corporate level tax. H.R.

Rep. No. 99-426, 99th Cong., 1st Sess. 282 (1985)

ut the

purposes of the repeal of the General Utilities doctrine. The

legislative history of the Tax Reform Act of 1986 indicates that the

General Utilities doctrine was repealed because it tended to undermine

the corporate income tax by allowing appreciated property to leave

corporate solution without imposition of a corporate level tax. H.R.

Rep. No. 99-426, 99th Cong., 1st Sess. 282 (1985). The Technical and

Miscellaneous Revenue Act of 1988 amended section 337(d) to specify

that the section authorizes regulations to ``ensure that these purposes

shall not be circumvented * * * through the use of a * * * tax-exempt

entity.'' The legislative history concerning the 1988 amendment to

section 337(d) explains:

The bill also clarifies in connection with the built-in gain

provisions of the Act that the Treasury Department shall prescribe

such regulations as may be necessary or appropriate to carry out

those provisions * * *. For example, this includes rules to require

the recognition of gain if appreciated property of a C corporation

is transferred to a * * * tax-exempt entity [footnote 32] in a

carryover basis transaction that would otherwise eliminate corporate

level tax on the built-in appreciation.

[footnote 32] The Act generally requires recognition of gain if

a C corporation transfers appreciated assets to a tax exempt entity

in a section 332 liquidation. See Code section 337(b)(2).

S. Rep. No. 145, 100th Cong., 2d Sess. 66 (1988).

Explanation of Provision

[footnote 32] in a

carryover basis transaction that would otherwise eliminate corporate

level tax on the built-in appreciation.

[footnote 32] The Act generally requires recognition of gain if

a C corporation transfers appreciated assets to a tax exempt entity

in a section 332 liquidation. See Code section 337(b)(2).

S. Rep. No. 145, 100th Cong., 2d Sess. 66 (1988).

Explanation of Provision

An acquisition by a tax-exempt entity of all or substantially all

of the assets of a taxable corporation or a change in status of a

taxable corporation to a tax-exempt entity, like a liquidation into an

80-percent tax-exempt distributee that is taxable under section

337(b)(2), could eliminate the corporate level tax on the appreciation

in the taxable corporation's assets. Accordingly, the proposed

regulations apply rules similar to section 337(b)(2) to these

transactions. The proposed regulations generally do not affect the tax

treatment of the taxable corporation's shareholders or the availability

of any charitable contribution deduction.

The proposed regulations provide that a taxable corporation that

transfers all or substantially all of its assets to one or more tax-

exempt entities is required to recognize gain or loss as if the assets

transferred were sold at their fair market values. Like section

337(b)(2), the proposed regulations provide that no gain or loss will

be recognized on any of the assets transferred that are used by the

tax-exempt entity in an activity the income from which is subject to

the unrelated business tax under section 511(a). However, gain on such

assets will later be recognized as unrelated business taxable income if

the tax-exempt entity disposes of the assets or ceases to use the

assets in an unrelated trade or business activity

be recognized on any of the assets transferred that are used by the

tax-exempt entity in an activity the income from which is subject to

the unrelated business tax under section 511(a). However, gain on such

assets will later be recognized as unrelated business taxable income if

the tax-exempt entity disposes of the assets or ceases to use the

assets in an unrelated trade or business activity.

The proposed regulations generally treat a taxable corporation that

changes its status to a tax-exempt entity as having transferred all of

its assets to a tax-exempt entity immediately before the change in

status becomes effective, irrespective of whether an actual transfer of

the assets has occurred. For this purpose, if a state, a political

subdivision thereof, or an entity any portion of whose income is

excluded from gross income under section 115, acquires the stock of a

taxable corporation and thereafter any of the taxable corporation's

income is excluded from gross income under section 115, the taxable

corporation will be treated as if it transferred all of its assets to a

tax-exempt entity

immediately before the stock acquisition.

Certain exceptions are provided to the change in status rule for

organizations that are tax-exempt or are seeking tax-exempt status

under section 501(a). These exceptions provide relief for corporations

needing a brief start-up period to establish their tax-exempt status

and for those that temporarily lose their tax-exempt status. Under the

proposed regulations, the change in status rule does not apply to a

corporation that is tax-exempt within three taxable years of the

taxable year of its formation, or to a corporation that regains its

tax-exempt status within three years after either a final adverse

adjudication on its tax-exempt status or filing a tax return as a

taxable corporation

y lose their tax-exempt status. Under the

proposed regulations, the change in status rule does not apply to a

corporation that is tax-exempt within three taxable years of the

taxable year of its formation, or to a corporation that regains its

tax-exempt status within three years after either a final adverse

adjudication on its tax-exempt status or filing a tax return as a

taxable corporation. The change in status rule also does not apply to

an organization that before publication of these proposed regulations

was exempt or unsuccessfully applied for exemption, if the organization

is tax-exempt within three years after the date of publication of final

regulations. An organization that files for recognition of its exempt

status during one of the three-year periods will be deemed to have or

regain tax-exempt status if the application ultimately results in

recognition as of a date during the three-year period. An anti-abuse

rule makes all these exceptions unavailable to a taxable corporation

that acquires all or substantially all of the assets of another taxable

corporation and then changes its status with a principal purpose of

avoiding the gain or loss recognition rule made applicable by these

regulations.

The proposed regulations disallow the recognition of loss if assets

are acquired by the taxable corporation in a section 351 transaction or

a contribution to capital, or if assets are distributed by the taxable

corporation to a shareholder, with a principal purpose to recognize

loss by the taxable corporation on the transfer of its assets to a tax-

exempt entity (loss limitation rule)

ations.

The proposed regulations disallow the recognition of loss if assets

are acquired by the taxable corporation in a section 351 transaction or

a contribution to capital, or if assets are distributed by the taxable

corporation to a shareholder, with a principal purpose to recognize

loss by the taxable corporation on the transfer of its assets to a tax-

exempt entity (loss limitation rule). For example, the loss limitation

rule may apply if (a) a loss asset is contributed to a taxable

corporation and then is transferred with substantially all of the

taxable corporation's assets to a tax-exempt entity; (b) loss assets

not constituting substantially all of a taxable corporation's assets

are contributed to a new subsidiary and then the new subsidiary

transfers the loss assets which are its only assets to a tax-exempt

entity, or (c) assets are distributed by a taxable corporation to its

parent and then the taxable corporation transfers loss assets now

constituting substantially all of its assets to a tax-exempt entity.

For purposes of the loss limitation rule, the principles of section

336(d)(2) apply.

Under the proposed regulations, a ``taxable corporation'' is any

corporation that is not a tax-exempt entity as defined in the proposed

regulations. Thus, taxable corporations include all S corporations

whether or not subject to tax on built-in gain under section 1374.

After the repeal of the General Utilities doctrine, an S corporation

like a C corporation is required to recognize gain or loss when it

liquidates. This gain or loss passes through to the S corporation's

shareholders under section 1366. The proposed regulations parallel this

treatment

e corporations include all S corporations

whether or not subject to tax on built-in gain under section 1374.

After the repeal of the General Utilities doctrine, an S corporation

like a C corporation is required to recognize gain or loss when it

liquidates. This gain or loss passes through to the S corporation's

shareholders under section 1366. The proposed regulations parallel this

treatment.

Under the proposed regulations, a ``tax-exempt entity'' includes

organizations exempt from tax under section 501, section 527, section

528, or section 529; Federal, state, and local governments; Indian

tribal governments and federally chartered Indian tribal corporations;

foreign governments and international organizations; and entities any

portion of whose income is excluded from gross income under section

115. The term does not, however, include a cooperative described in

section 521, paralleling the exception to section 337(b)(2).

A transaction conveying all or substantially all of the assets of a

taxable corporation to an Indian tribal government or a corporation

organized under section 17 of the Indian Reorganization Act (IRA) or

section 3 of the Oklahoma Welfare Act (OWA) will be covered by these

regulations. Rev. Rul. 94-16, 1994-1 C.B. 19, held that an

unincorporated Indian tribe or a corporation organized under section 17

of the IRA is not subject to federal income tax, but a corporation

wholly owned by an Indian tribe and organized under state law is

subject to federal income tax. Rev. Rul. 94-65, 1994-2 C.B. 14, held

that a corporation organized under section 3 of the OWA also was not

subject to federal income tax

s of

assets as described in the regulations occurring after [date that is 30

days after publication in the Federal Register of these regulations as

final regulations], unless the transfer is pursuant to a written

agreement which is (subject to customary conditions) binding on or

before [date that is 30 days after publication in the Federal Register

of these regulations as final regulations].

Special Analyses

It has been determined that this notice of proposed rulemaking is

not a significant regulatory action as defined in EO 12866. Therefore,

a regulatory assessment is not required. It has also been determined

that section 553(b) of the Administrative Procedure Act (5 U.S.C.

chapter 5) does not apply to these regulations and because the

regulations do not impose a collection of information on small

entities, the Regulatory Flexibility Act (5 U.S.C. Chapter 6) does not

apply. Pursuant to section 7805(f) of the Internal Revenue Code, this

notice of proposed rulemaking will be submitted to the Chief Counsel

for Advocacy of the Small Business Administration for comment on its

impact on small business.

Comments and Public Hearing

Before these proposed regulations are adopted as final regulations,

consideration will be given to any written comments (a signed original

and eight (8) copies) that are submitted timely to the IRS. All

comments will be available for public inspection and copying.

A public hearing has been scheduled for Tuesday, May 6, 1997, at 10

a.m. in the IRS Auditorium, Internal Revenue Building, 1111

Constitution Avenue, NW., Washington, DC. Because of access

restrictions, visitors will not be admitted beyond the Internal Revenue

Service Building lobby more than 15 minutes before the hearing starts.

The rules of 26 CFR 601.601(a)(3) apply to the hearing.

opying.

A public hearing has been scheduled for Tuesday, May 6, 1997, at 10

a.m. in the IRS Auditorium, Internal Revenue Building, 1111

Constitution Avenue, NW., Washington, DC. Because of access

restrictions, visitors will not be admitted beyond the Internal Revenue

Service Building lobby more than 15 minutes before the hearing starts.

The rules of 26 CFR 601.601(a)(3) apply to the hearing.

Persons that wish to present oral comments at the hearing must

submit written comments by April 15, 1997, and submit an outline of the

topics to be discussed and the time to be devoted to each topic (signed

original and eight (8) copies) by April 15, 1997.

A period of 10 minutes will be allotted to each person for making

comments.

An agenda showing the scheduling of the speakers will be prepared

after the deadline for receiving outlines has passed. Copies of the

agenda will be available free of charge at the hearing.

Drafting Information: The principal author of these regulations

is Stephen R. Cleary of the Office of Assistant Chief Counsel

(Corporate), IRS. However, other personnel from the IRS and the

Treasury Department participated in their development.

List of Subjects in 26 CFR Part 1

Income taxes, Reporting and recordkeeping requirements.

Proposed Amendments to the Regulations

Accordingly, 26 CFR Part 1 is proposed to be amended as follows:

PART I--INCOME TAXES

Paragraph 1. The authority citation for 26 CFR Part 1 is amended by

adding an entry in numerical order to read as follows:

Authority: 26 U.S.C. 7805 * * *.

Section 1.337(d)-4 also issued under 26 U.S.C. 337 * * *.

Par. 2. Section 1.337(d)-4 is added to read as follows:

Sec. 1.337(d)-4 Taxable to tax-exempt.

rdingly, 26 CFR Part 1 is proposed to be amended as follows:

PART I--INCOME TAXES

Paragraph 1. The authority citation for 26 CFR Part 1 is amended by

adding an entry in numerical order to read as follows:

Authority: 26 U.S.C. 7805 * * *.

Section 1.337(d)-4 also issued under 26 U.S.C. 337 * * *.

Par. 2. Section 1.337(d)-4 is added to read as follows:

Sec. 1.337(d)-4 Taxable to tax-exempt.

(a) Gain or loss recognition--(1) General rule. If a taxable

corporation transfers all or substantially all of its assets to one or

more tax-exempt entities, the taxable corporation must recognize gain

or loss immediately before the transfer as if the assets transferred

were sold at their fair market values. But see section 267 and

paragraph (d) of this section concerning limitations on the recognition

of loss.

(2) Change in corporation's tax status treated as asset transfer.

Except as provided in paragraph (a)(3) of this section, a taxable

corporation's change in status to a tax-exempt entity will be treated

as if it transferred all of its assets to a tax-exempt entity

immediately before the change in status becomes effective in a

transaction to which paragraph (a)(1) of this section applies. For

purposes of this paragraph (a), if a state, a political subdivision

thereof, or an entity any portion of whose income is excluded from

gross income under section 115, acquires the stock of a taxable

corporation and thereafter any of the taxable corporation's income is

excluded from gross income under section 115, the taxable corporation

will be treated as if it transferred all of its assets to a tax-exempt

entity immediately before the stock acquisition.

ion

thereof, or an entity any portion of whose income is excluded from

gross income under section 115, acquires the stock of a taxable

corporation and thereafter any of the taxable corporation's income is

excluded from gross income under section 115, the taxable corporation

will be treated as if it transferred all of its assets to a tax-exempt

entity immediately before the stock acquisition.

(3) Exceptions for certain changes in status--(i) To whom

available. Paragraph (a)(2) of this section does not apply to the

following corporations--

(A) A corporation previously exempt under section 501(a) which

regains its tax-exempt status under section 501(a) within three years

from the later of a final adverse adjudication on the corporation's tax

exempt status, or the filing by the corporation, or by the Secretary or

his delegate under section 6020(b), of a federal income tax return of

the type filed by a taxable corporation;

(B) A newly-formed corporation that is tax-exempt under section

501(a) within three taxable years from the end of the taxable year in

which it was formed;

(C) A corporation previously exempt under section 501(a) or that

applied for but did not receive recognition of exemption under section

501(a), before January 15, 1997, if such corporation is tax-exempt

under section 501(a) within three years from [date of publication of

these regulations in the Federal Register as final regulations].

from the end of the taxable year in

which it was formed;

(C) A corporation previously exempt under section 501(a) or that

applied for but did not receive recognition of exemption under section

501(a), before January 15, 1997, if such corporation is tax-exempt

under section 501(a) within three years from [date of publication of

these regulations in the Federal Register as final regulations].

(ii) Application for recognition. An organization is deemed to have

or regain tax-exempt status within one of the three-year periods

described in paragraph (a)(3)(i) of this section if it files an

application for recognition of exemption with the Commissioner within

the three-year period and the application either results in a

determination by the Commissioner or a final adjudication that the

organization is tax-exempt under section 501(a) during any part of the

three-year period. The preceding sentence does not require the filing

of an application for recognition of exemption by any organization not

otherwise required, such as by Sec. 1.501(a)-1, Sec. 1.505(c)-1T, and

Sec. 1.508-1(a), to apply for recognition of exemption.

(iii) Anti-abuse rule. This paragraph (a)(3) does not apply to a

corporation that, with a principal purpose of avoiding the application

of paragraphs (a)(1) and (a)(2) of this section, acquires all or

substantially all of the assets of another taxable corporation and then

changes its status to that of a tax-exempt entity.

(4) Related transactions. This section applies to any series of

related transactions having an effect similar to any of the

transactions to which this section applies.

al purpose of avoiding the application

of paragraphs (a)(1) and (a)(2) of this section, acquires all or

substantially all of the assets of another taxable corporation and then

changes its status to that of a tax-exempt entity.

(4) Related transactions. This section applies to any series of

related transactions having an effect similar to any of the

transactions to which this section applies.

(b) Exceptions. Paragraph (a) of this section does not apply to--

(1) Any assets transferred to a tax-exempt entity if the assets are

used in an activity the income from which is subject to tax under

section 511(a). However, if assets on which no gain or loss was

recognized by reason of the preceding sentence are disposed of by the

tax-exempt entity, then, notwithstanding any other provision of law,

any gain (not in excess of the amount not recognized by reason of the

preceding sentence) shall be included in the tax-exempt entity's

unrelated business taxable income. If the tax-exempt entity ceases to

use the assets in an activity the income from which is subject to tax

under section 511(a), the entity will be treated for purposes of this

subparagraph as having disposed of the assets on the date of the

cessation;

(2) Any transfer of assets to the extent gain or loss otherwise is

recognized by the taxable corporation on the transfer. See, for

example, sections 336, 337(b)(2), 367, and 1001;

(3) Any forfeiture of a taxable corporation's assets in a criminal

or civil action to the United States, the government of a possession of

the United States, a state, the District of Columbia, the government of

a foreign country, or a political subdivision of any of the foregoing;

or any expropriation of a taxable corporation's assets by the

government of a foreign country; and

(4) Any transfer of assets to a cooperative described in section

521.

criminal

or civil action to the United States, the government of a possession of

the United States, a state, the District of Columbia, the government of

a foreign country, or a political subdivision of any of the foregoing;

or any expropriation of a taxable corporation's assets by the

government of a foreign country; and

(4) Any transfer of assets to a cooperative described in section

521.

(c) Definitions. For purposes of this section--

(1) Taxable corporation. A taxable corporation is any corporation

that is not a tax-exempt entity as defined in paragraph (c)(2) of this

section.

(2) Tax-exempt entity. A tax-exempt entity is--

(i) Any entity that is exempt from tax under section 501(a),

section 527, section 528, or section 529;

(ii) A charitable remainder annuity trust or charitable remainder

unitrust as defined in section 664(d);

(iii) The United States, the government of a possession of the

United States, a state, the District of Columbia, the government of a

foreign country, or a political subdivision of any of the foregoing;

(iv) An Indian Tribal Government as defined in section 7701(a)(40),

a subdivision of an Indian tribal government determined in accordance

with section 7871(d), or an agency or

instrumentality of an Indian tribal government or subdivision thereof;

(v) An Indian Tribal Corporation organized under section 17 of the

Indian Reorganization Act of 1934, 25 U.S.C. 477, or section 3 of the

Oklahoma Welfare Act, 25 U.S.C. 503;

(vi) An international organization as defined in section

7701(a)(18);

(vii) An entity any portion of whose income is excluded under

section 115; or

(viii) An entity that would not be taxable under the Internal

Revenue Code for reasons substantially similar to those applicable to

any entity listed in this paragraph (c)(2) unless otherwise explicitly

made exempt from the application of this section by statute or by

action of the Commissioner.

tion

7701(a)(18);

(vii) An entity any portion of whose income is excluded under

section 115; or

(viii) An entity that would not be taxable under the Internal

Revenue Code for reasons substantially similar to those applicable to

any entity listed in this paragraph (c)(2) unless otherwise explicitly

made exempt from the application of this section by statute or by

action of the Commissioner.

(3) Substantially all. The term substantially all has the same

meaning as under section 368(a)(1)(C).

(d) Loss limitation rule. For purposes of determining the amount of

loss recognized by a taxable corporation on the transfer of its assets

to a tax-exempt entity under paragraph (a) of this section, if assets

are acquired by the taxable corporation in a transaction to which

section 351 applied or as a contribution to capital, or assets are

distributed from the taxable corporation to a shareholder or another

member of the taxable corporation's affiliated group, and in either

case as part of a plan a principal purpose of which is to recognize

loss by the taxable corporation on the transfer of its assets to the

tax-exempt entity, the losses recognized by the taxable corporation on

the assets transferred to the tax-exempt entity will be disallowed. For

purposes of the preceding sentence, the principles of section 336(d)(2)

apply.

(e) Effective date. This section is applicable for transfers of

assets as described in paragraph (a) of this section occurring after

[date that is 30 days after publication in the Federal Register of

these regulations as final regulations], unless the transfer is

pursuant to a written agreement which is (subject to customary

conditions) binding on or before [date that is 30 days after

publication in the Federal Register of these regulations as final

regulations].

Margaret Milner Richardson,

Commissioner of Internal Revenue.

[FR Doc. 97-771 Filed 1-10-97; 8:45 am]

BILLING CODE 4830-01-U