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Need Help: How to handle stock merger for CASH and stock. See inside.


How do I handle a merger for cash and stock.
Details: I hold 1000 shares of Company Alpha valued at $5000.00. Company Beta took over company Alpha as follows: 600 shares were exchanged for Company Beta at the rate of 3 for 1. Therefore I received 200 shares of Company Beta stock. Also, Company Beta purchased the remaining 400 shares of Company Alpha for $250.00
Tax Law: I know that since I had no choice in the merger and had to accept the stock and cash, that the cash is fully taxable and the value of the Company Beta new shares is the same total value as Company Alpha shares ($5000.00).
I entered the transaction in Quicken as a stock for stock exchange, showing the 1000 Shares of Company Alpha, valued at $5000.00, being exchanged for 200 shares of Company Beta, valued at the same $5000.00
QUESTION: How do I enter the cash I received for the remaining 400 shares of Company A of $250.00 as a capital gain with a zero basis for the shares sold to Company Beta? I can transfer the cash in but then the Capital Gains transaction will not reflect the cash part of the transaction.
I hope I did not make this too complicated.
--------------------------------------------- Bob
Reply To: TheLoneRanger at verizon dot net
Reply to
theloneranger

You need to post the sale before the takeover.
Sell 400 shares of Alpha for $250. Then post a takeover of 600 Alpha for 200 Beta.
This will get you the correct cost base for Beta
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Regards,
Fred
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Reply to
Fred Smith

Thank you for the response but there is still one question remaining.
When I post the sale before the takeover, how do I indicate that the cost of the 400 shares is zero (the total cost of the shares held before the takeover should not be allocated to the shares to be sold), and thus allowing me to pay tax on the ENTIRE CASH received of $250.00?
Then the remaining shares retains its full cost basis both before and after the takeover.
Bob theloneranger at verizon dot net ======================================================================= On Wed, 22 Mar 2006 00:12:17 GMT, "Fred Smith" wrote:
Reply to
bob

Thank you for the response but there is still one question remaining.
When I post the sale before the takeover, how do I indicate that the cost of the 400 shares is zero (the total cost of the shares held before the takeover should not be allocated to the shares to be sold), and thus allowing me to pay tax on the ENTIRE CASH received of $250.00?
Then the remaining shares retains its full cost basis both before and after the takeover.
Bob theloneranger at verizon dot net ======================================================================= On Wed, 22 Mar 2006 00:12:17 GMT, "Fred Smith" wrote:
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Bob
Email Address: TheLoneRanger at Verizon dot net
Reply to
bob

I would treat the $ like a Misc Income . That way your basis would not be adjusted. If you load your transactions to Turbo Tax or Tax Cut, you might have to create a category to get the correct mapping for tax purposes..
Reply to
Oilcan

I can't answer your question, because I don't agree. Your original cost base should be pro-rated to the cash and the Beta shares. I don't agree that the remaining shares retain the full cost basis.
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Regards,
Fred
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Reply to
Fred Smith

I do agree with you Fred - example Cash-In-Lieu of fractional shares. But what if this is a special payout (which some companies call a dividend)? I guess we don't have enough information for what the $250 represents.
Reply to
Oilcan

Possible, but the payment must represent something with respect to the shares. It could be a dividend or return of capital, which you would post accordingly.
As you said, you need to find out the status of the income before you can post it properly.
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Regards,
Fred
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Reply to
Fred Smith

On Thu, 23 Mar 2006 02:22:28 GMT, "Fred Smith" wrote:
The answer is that if you have a stock for stock transaction AND are forced to sell those shares not taken over in the stock for stock transaction, then the basis for the shares exchanged in the merger retain the TOTAL original cost basis and the cash given for those shares not taken in the stock for stock merger have a basis of zero. The entire cash is a 100% capital gain.
If you had a choice whether to sell the remaining shares or not, then the allocation of the cost basis would be proper.
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Bob
Email Address: TheLoneRanger at Verizon dot net
Reply to
bob

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