Part IV. Items of General Interest

Notice of Proposed Rulemaking by Cross-Reference to Temporary Regulations

Corporate Reorganizations; Additional Guidance on Distributions Under Sections 368(a)(1)(D) and 354(b)(1)(B)

REG–157834–06

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rulemaking by cross-reference to temporary regulations.

SUMMARY: In this issue of the Bulletin, the IRS is issuing temporary regulations (T.D. 9313) that amend §1.368–2T(l), which provides guidance regarding the qualification of certain transactions as reorganizations described in section 368(a)(1)(D) where no stock and/or securities of the acquiring corporation are issued and distributed in the transaction. These regulations clarify that the rules in §1.368–2T(l) are not intended to affect the qualification of related party triangular asset acquisitions as reorganizations described in section 368. These regulations affect corporations engaging in such transactions and their shareholders. The text of those regulations also serves as the text of these proposed regulations.

DATES: Written or electronic comments and requests for a public hearing must be received by May 30, 2007.

ADDRESSES: Send submissions to: CC:PA:LPD:PR (REG–157834–06), Internal Revenue Service, PO Box 7604, Ben Franklin Station, Washington, DC 20044. Submissions may be hand delivered to CC:PA:LPD:PR (REG–157834–06), Courier Desk, Internal Revenue Service, 1111 Constitution Avenue, NW, Washington, DC, or sent electronically, via the IRS Internet site at www.irs.gov/regs or via the Federal eRulemaking Portal at www.regulations.gov (IRS REG–157834–06).

FOR FURTHER INFORMATION CONTACT: Concerning the proposed regulations, Bruce A. Decker, (202) 622–7550; concerning submission of comments, requests for a public hearing, and/or a publication and regulations specialist, Kelly Banks, (202) 622–7180.

SUPPLEMENTARY INFORMATION:

Background

Temporary regulations in this issue of the Bulletin amend 26 CFR part

1. The temporary regulations amend §1.368–2T(l), which provides guidance regarding the qualification of certain transactions as reorganizations described in section 368(a)(1)(D) where no stock and/or securities of the acquiring corporation are issued and distributed in the transaction. The text of those regulations also serves as the text of these proposed regulations. The preamble to the temporary regulations explains the amendments.

Explanation of Provisions

These regulations clarify that the rules in §1.368–2T(l) are not intended to affect the qualification of related party triangular asset acquisitions as reorganizations described in section 368.

Special Analyses

It has been determined that this notice of proposed rulemaking is not a significant regulatory action as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has 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 Requests for a Public Hearing

Before these proposed regulations are adopted as final regulations, consideration will be given to any written (a signed original and eight (8) copies) or electronic comments that are submitted timely to the IRS. The IRS and Treasury Department request comments on the clarity of the proposed rules and how they can be made easier to understand. All comments will be available for public inspection and copying. A public hearing will be scheduled if requested in writing by any person that timely submits written comments. If a public hearing is scheduled, notice of the date, time, and place for the public hearing will be published in the Federal Register .

Drafting Information

The principal author of these regulations is Bruce A. Decker, Office of Associate Chief Counsel (Corporate).

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Proposed Amendments to the Regulations

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

PART 1—INCOME TAXES

Paragraph 1. The authority citation for part 1 continues to read as follows:

Authority: 26 U.S.C. 7805 * * * Par. 2. Section 1.368–2 is amended by adding paragraph (l)(2)(iv) to read as follows:

§1.368–2 Definition of terms.

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[The text of this proposed amendment to §1.368–2(l)(2)(iv) is the same as the text of §1.368–2T(l)(2)(iv) published elsewhere in this issue of the Bulletin.

Kevin M. Brown, Deputy Commissioner for Services and Enforcement.

(Filed by the Office of the Federal Register on February 28, 2007, 8:45 a.m., and published in the issue of the Federal Register for March 1, 2007, 72 F.R. 9284)

March 26, 2007 840 2007–13 I.R.B.

Foundations Status of Certain Organizations

Announcement 2007–33

The following organizations have failed to establish or have been unable to maintain their status as public charities or as operating foundations. Accordingly, grantors and contributors may not, after this date, rely on previous rulings or designations in the Cumulative List of Organizations (Publication 78), or on the presumption arising from the filing of notices under section 508(b) of the Code. This listing does not indicate that the organizations have lost their status as organizations described in section 501(c)(3), eligible to receive deductible contributions.

Former Public Charities. The following organizations (which have been treated as organizations that are not private foundations described in section 509(a) of the Code) are now classified as private foundations:

7 Cord Ministries, Waco, TX Abundant Life Family Services, Inc.,

Los Angeles, CA Acting Out Foundation, Beachwood, OH Ada A. Grant, Inc., Chicago, IL Adelante Now Foundation,

Albuquerque, NM Agape Mission and Community Service

Group, Inc., Birmingham, AL Alta-Pasa Debutante Association,

Fontana, CA Amateur Division of the International Log

Rolling Association, Onalaska, WI American Academy of Continuing

Medical Education, Inc., Skillman, NJ Animal Lovers for Infinity, Inc.,

Boston, MA Anishinabe Miikana Project, Inc.,

Red Lake, MN Association of Iu Mien, San Jose, CA Better World Services, Inc.,

Centreville, VA B.G.B.B. Foundation, Inc. (bridging Gaps

and Breaking Barriers), Nashville, TN Bible Mission, La Quinta, CA Biobehavioral Institute of Boston, Inc.,

Boston, MA Black Hills Coalition of Standing Rock

Enrollees, Rapid City, SD Burningbush Pastoral Care Services, Inc.,

Plano, TX

Center for Community Stabilization,

Rogers, AR Changing Directions, Far Hills, NJ Chesapeake Institutes for Behavioral

Research, Glenn Allen, VA Chuckie Goodnight Foundation, Inc.,

Brewster, KY Civil War Landscapes Association,

Chicago, IL Claudine Carew Scholarship Fund,

Williamsburg, VA Community Education Network, Inc.,

Bethesda, MD Computers for Kids, Inc.,

Bloomington, MN Concerned Black Men of Cape Cod &

The Islands, Inc., Provincetown, MA Cooper Foundation, Elm City, NC Counseling Ministries International, Inc.,

Ada, OK Cross Atlantic Foundation, Inc.,

Lynbrook, NY Dedicated Helper, Inglewood, CA Divine Destiny, Inc., Chesapeake, VA Dry Branch Community Life Center, Inc.,

Dry Branch, GA Dunbar Township Science Center,

Leisenring, PA Education Sports Plus Foundation, Inc.,

Newton, NJ Educational Opportunities, Inc.,

Chicago, IL Family and Youth Achievement Center,

Durham, NC FATA Foundation, Coral Springs, FL For This Cause, Oceano, CA Fort Wayne Music Fest, Inc.,

Fort Wayne, IN Foundation in Memory of Suel,

Walnut, CA Friends of Rain Forests in Myannar,

Aberdeen, MD Front Forty Productions, Inc., Verona, WI Full Gospel Ministries, Ltd.,

Joshua Tree, CA Genesis Protected Animal Refuge, Inc.,

Pikesville, MD Georgia Motorcyclists Association, Inc.,

Atlanta, GA Gloary, Inc., Delray Beach, FL Global Information Freedom, Inc.,

Cary, NC Global Vision Alliance, Orinda, CA Good Shepherd International Miracle

Center, Inc., Virginia Beach, VA Greater Hope Community Development,

Houston, TX

Greater Rome Chamber of Commerce

Foundation, Rome, GA Helen E. Popa Masters in Nursing Loan

Fund, Austintown, OH Hellenic American Education Foundation,

Inc., Bayside, NY Holographic Ecology, Inc.,

Santa Barbara, CA IGBO Union of St. Louis, Inc.,

St. Louis, MO Incredible Dreams Childcare and Learning

Center, Incorporated, Chicago, IL Indo-American Social Service Partners,

Brooklyn, NY Inspiration Community Service Center,

Solon, OH Institute of Modern Test Theory,

Chicago, IL Intercare Housing, Inc., Indianapolis, IN Interfaith Partnership for Advocacy

Reconciliation, Winston-Salem, NC International Terrorism Awareness

Coalition, Highstown, NJ Joe Stephens Foundation, Houston, TX Kidron Brook Ministries, Inc.,

Kernersville, NC Kollel Ari Yerucham, New York, NY Lakeland Cardinals Booster Club,

Fox Lake, IL Latino Cultural Center of Napa Valley,

Napa, CA Lincoln Park Youth in Touch,

Incorporated, Hampton, VA Mahoning Valley Renaissance Institute,

Mineral Ridge, OH Manjui Foundation, Inc., Baltimore, MD Masjidullah Economic Community

Corporation of America (M.E.C.C.A.), Philadelphia, PA Mending Hoop Ranch & Reserve,

Peebles, OH Mental Health Alliance, Inc.,

Louisville, KY Minor League Players Institute,

Chicago, IL Mirabal Sister Culture and Community

Center, Inc., New York, NY Montana Wildlife Recovery, Inc.,

Bozeman, MT Museo Eduardo Carillo, Santa Cruz, CA Natomas Education Foundation,

Sacramento, CA NBBJ Training Academy, Inc.,

Columbus, OH Nerih, Inc., Aliquippa, PA Night Hawk Foundation, Greenville, MS Nursing Assistance Home Care Serv, Inc.,

Randallstown, MD

2007–13 I.R.B. 841 March 26, 2007

Passport for Godly Ling, Inc.,

Sante Fe, TX Piscataway Township Education

Foundation, Piscataway, NJ Pizza Family Ministries, Deltona, FL Pneuma Ministries Community

Development, Inc., Meridianville, AL Polish American Leadership Initiative,

Chicago, IL Positive Strokes, Inc., Norman, OK Quest Ministries International,

Hervey, LA Restore Hope, Inc., Bronson, MI Ronald J. Weiss Memorial Foundation,

Lagrangeville, NY Self-Sufficient Families, Los Angeles, CA Share the Love Center, Simi Valley, CA Solutions Benefiting Life Institute, Ltd.,

Sudbury, MA Sound Touches, Jefferson, GA Southern California Indian Health

Coalition, Inc., Banning, CA Talamm, Inc., Silver Spring, MD Thomasville Boxing Association,

Thomasville, GA Tower Educational Consulting Group,

Inc., Elyria, OH Triune Project, Inc., Newport Beach, CA Turning Point for Women and Children,

Goldsboro, NC Underwater Learning Institute, Ltd.,

Baltimore, MD US Chamber Foundation for Legal

Reform, Washington, DC Victory Community Development, Inc.,

Bessemer, AL Willoughby Hills Lions Club Scholarship

Fund, Willoughby Hills, OH

Wolf Point Development Corporation,

Wolf Point, MT Women of Vision, Redondo Beach, CA

If an organization listed above submits information that warrants the renewal of its classification as a public charity or as a private operating foundation, the Internal Revenue Service will issue a ruling or determination letter with the revised classification as to foundation status. Grantors and contributors may thereafter rely upon such ruling or determination letter as provided in section 1.509(a)–7 of the Income Tax Regulations. It is not the practice of the Service to announce such revised classification of foundation status in the Internal Revenue Bulletin.

Deletions From Cumulative List of Organizations Contributions to Which are Deductible Under Section 170 of the Code

Announcement 2007–34

The names of organizations that no longer qualify as organizations described in section 170(c)(2) of the Internal Revenue Code of 1986 are listed below.

Generally, the Service will not disallow deductions for contributions made to a listed organization on or before the date of announcement in the Internal Revenue Bulletin that an organization no longer

qualifies. However, the Service is not precluded from disallowing a deduction for any contributions made after an organization ceases to qualify under section 170(c)(2) if the organization has not timely filed a suit for declaratory judgment under section 7428 and if the contributor (1) had knowledge of the revocation of the ruling or determination letter, (2) was aware that such revocation was imminent, or (3) was in part responsible for or was aware of the activities or omissions of the organization that brought about this revocation.

If on the other hand a suit for declaratory judgment has been timely filed, contributions from individuals and organizations described in section 170(c)(2) that are otherwise allowable will continue to be deductible. Protection under section 7428(c) would begin on March 26, 2007, and would end on the date the court first determines that the organization is not described in section 170(c)(2) as more particularly set forth in section 7428(c)(1). For individual contributors, the maximum deduction protected is $1,000, with a husband and wife treated as one contributor. This benefit is not extended to any individual, in whole or in part, for the acts or omissions of the organization that were the basis for revocation.

American Education

Foundation International San Francisco, CA Ladder 12 Firefighters Fund, Inc.

New York, NY

March 26, 2007 842 2007–13 I.R.B.