CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws). In general, for federal income tax purposes, a stockholder will recognize gain or loss in an amount equal to the difference between his or her adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger. Such capital gain or loss will be long-term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a general summary of the current federal income tax consequences of the granting and exercise of stock options and of awards of common stock (including both performance shares and restricted stock), phantom stock, stock units and SARs under the Plan. It does not attempt to describe all possible federal or other tax consequences of participation in the Plan. Furthermore, the tax consequences of awards made under the Plan are complex and subject to change, and some variation of the described rules may be applicable to any particular participant’s tax situation. The summary assumes in each case that there will no violation of the deferred compensation rules of the Internal Revenue Service, which would subject the affected participants to immediate taxation and penalties on unvested awards.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. This section contains only a general discussion of the potential United States federal income tax consequences to you under the Plan. State or local tax rules, and tax rules applicable in jurisdictions outside the United Sates, are not discussed. The federal income tax consequences relating to the Plan are complex. You should consult with your personal tax advisor regarding such consequences.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Price Range of the Shares; Dividends on the Shares.................................................... 8
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Consequences to the APY Public Stockholders The receipt of the Merger Consideration for shares of APY Common Stock pursuant to the Merger will be a taxable transaction for Federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign and other tax laws. In general, for Federal income tax purposes, an APY stockholder will recognize gain or loss equal to the difference between his or her adjusted tax basis for such shares and the amount of cash and the fair market value of the AFC Common Stock received therefor. Such gain or loss will be capital gain or loss if the shares of APY Common Stock are capital assets in the hands of the APY stockholder, and will be long-term capital gain or loss if the shares of APY Common Stock have been held by the APY stockholders for more than one year. Merger Consideration received by any APY stockholder exercising appraisal rights will also result in gain or loss equal to the difference between the cash received for his or her shares and such stockholder's adjusted basis for such shares. To prevent back-up withholding on payments of Merger Consideration in exchange for APY Common Stock in the Merger, each APY stockholder will be required to furnish, together with the certificates for his or her shares, a properly completed substitute Form W-9. If back-up withholding applies, the payor is required to withhold 31% from payments. This is not an additional tax. Rather, the amount of back-up withholding can be credited against the tax liability of the stockholder subject to back-up withholding. If withholding results in overpayment of taxes, a refund may be obtained upon the filing of an appropriate form with the Internal Revenue Service. The foregoing summary of certain income tax consequences is included for general information only and is not intended to and does not constitute a complete description of all possible Federal, state, local, foreign or other tax consequences to the holders of APY Common Stock. Also, the tax consequences of the transaction may vary depending upon the particular facts relating to each holder of APY Common Stock. ACCORDINGLY, EACH APY STOCKHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE TRANSACTION. THIS FEDERAL INCOME TAX DISCUSSION IS FOR GENERAL INFORMATION ONLY AND MAY NOT APPLY TO ALL HOLDERS OF APY COMMON STOCK. SUCH HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a general summary of the Federal income tax consequences of a sale of Shares pursuant to the Offer. You should consult your own tax advisor for a complete description of the tax consequences to you of a sale of Shares pursuant to the Offer. The sale of Shares pursuant to the Offer will be a taxable transaction for Federal income tax purposes, either as a "sale or exchange," or under certain circumstances, as a "dividend." In general, the transaction should be treated as a sale or exchange of the Shares under Section 302 of the Code, if the receipt of cash (a) is "substantially disproportionate" with respect to the stockholder, (b) results in a "complete redemption" of the stockholder's interest, or (c) is "not essentially equivalent to a dividend" with respect to the stockholder. A "substantially disproportionate" distribution generally requires a reduction of at least 20% in the stockholder's proportionate interest in the Fund after all shares are tendered. A "complete redemption" of a stockholder's interest generally requires that all Shares of the Fund directly owned or attributed to such stockholder under Section 318 of the Code be disposed of. A distribution "not essentially equivalent to a dividend" requires that there be a "meaningful reduction" in the stockholder's interest in the Fund, which should be the case if the stockholder has a minimal interest in the Fund, exercises no control over Fund affairs and suffers a reduction in his proportionate interest in the Fund. If the sale of your Shares meets any of these three tests for "sale or exchange" treatment, you will recognize gain or loss equal to the difference between the amount of cash received pursuant to the Offer and the adjusted tax basis of the Shares sold. Such gain or loss will be a capital gain or loss if the Shares sold have been held by you as a capital asset. In general, capital gain or loss with respect to Shares sold will be long-term capital gain or loss if the holding period for such Shares is more than one year. The maximum capital gains rate currently applicable to such a sale of Shares would be 15% for individuals. If none of the Code Section 302 tests described above is met, you may be treated as having received, in whole or in part, a dividend, return of capital or capital gain, depending on (i) whether there are sufficient earnings and profits to support a dividend and (ii) your tax basis in the relevant Shares. The tax basis in the Shares tende...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion summarizes the material federal income tax consequences of the Offer that are generally applicable to Holders of Rights. This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed Treasury Regulations thereunder and current administrative rulings and court decisions, all of which are subject to change. Any such change, which may or may not be retroactive, could alter the tax consequences to Holders of Rights. Holders should be aware that this discussion does not deal with all federal income tax considerations that may be relevant to particular Holders in light of their particular circumstances, such as Holders who are dealers in securities, who are subject to the alternative minimum tax provisions of the Code, who are foreign persons, or who do not hold their Rights as capital assets. In addition, the following discussion does not address the tax consequences of the Offer under foreign, state or local tax laws, the tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the Offer (whether or not any such transactions are undertaken in connection with the Offer). RIGHTS HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES. ASSIGNMENT OF RIGHTS Assignment of Rights pursuant to the Offer will be taxable transactions for federal income tax purposes. A Holder who assigns Rights in the Offer will recognize capital gain or loss (assuming the Rights are held as a capital asset) and imputed interest income. The amount of capital gain or loss will be determined by subtracting the adjusted basis of the Rights from the present value of the cash consideration received (using a discount rate equal to the appropriate applicable federal rate ("AFR") of interest) as discounted from the date of assignment to the Merger Date. The remainder of the cash consideration will be treated as interest for federal income tax purposes. To the extent that a Holder recognizes capital gain or loss, such capital gain or loss will be long-term if, as of the date of assignment, the holding period of the Rights is more than 18 months, mid-term if the holding period is more than one year but not more than 18 months, or short-term if, as of such date, the holding period is one year or less.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES is hereby supplemented as follows: Because of the increase in the Purchase Price to $1.97 per Unit, it is now estimated that a Unitholder who tenders Units that were acquired by such Unitholder at the time of the Partnership's original offering of Units will recognize capital loss of $1.55 per Unit for federal income tax purposes. "
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. PRICE RANGE OF SHARES; DIVIDENDS ON SHARES; PARENT PURCHASES OF SHARES................................................... 15
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The sale of Units by a Limited Partner pursuant to the Offer will be treated for federal income tax purposes as a taxable sale of such tendered Units. However, the specific federal income tax consequences to a Limited Partner resulting from a sale of Units will depend on a number of factors related to such Limited Partner's individual tax situation, including such Limited Partner's adjusted basis in his or her Units, whether such Limited Partner is subject to the limitation on utilization of "passive activity losses," whether such Limited Partner has suspended "passive activity losses" attributable to his or her ownership of Units, whether such Limited Partner disposes of all of his or her Units pursuant to the Offer (which would generally allow such Limited Partner to utilize in the year of sale any suspended "passive activity losses" attributable to his or her ownership of Units) and whether such Limited Partner would be able to utilize currently any capital losses resulting from the sale of such Units pursuant to the Offer. The Company expects that a Limited Partner who acquired his or her Units in the original offering and who sells Units pursuant to the Offer will generally recognize an ordinary loss of
