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1
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EXP REP-WHEELER
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EXTRACTED KEY WORDS
INCOME TAX ACCOUNTING COMMITTEE CONSOLIDATION IRS FEDERAL INCOME TAXATION INTERNAL REVENUE SERVICE SUBSIDIARIES WASHINGTON PROFESSION MEMBER MEASUREMENT TAXPAYER DEFERRED GAINS AICPA ELAS HCC EXPERT WITNESS EXCESS LOSS ACCOUNTS EXCHANGE COMMISSION DISCLOSURES FINANCIAL STATEMENTS CPA JOINT COMMITTEE ADVANCED FINANCIAL ACCOUNTING RETIREMENT BOWLING GREEN STATE INVESTMENT |
AN ANALYSIS OF ACCOUNTING THEORY AND ISSUES INVOLVED IN
CONSOLIDATED FINANCIAL STATEMENTS AND
CONSOLIDATED INCOME TAX RETURNS
BY JAMES E. WHEELER
part I: Introductioq
A. Professor Wheeler's backmound.
I taught accounting at the University of Michigan for approximately 26 years
formal retirement in 1998. I currently teach a course in advanced financial accounting
emphasis on consolidations) as a visiting professor at the University of Hawaii. I am also
author of a textbook entitled Advanced Financial Accounting;.
I have testified in a significant number of major federal income tax cases on
the Internal Revenue Service (IRS) as well as on behalf of taxpayers. I spent a year as
in residence with the IRS in Washington, D.C. while on leave from the University of
had previously spent one year on the staff of the Joint Committee on Taxation of the
where I did the first study on the measurement or estimation of corporate tax
disclosures to the Securities and Exchange Commission. In addition, I performed an
House Ways and Means Committee of the 106 individual taxpayer returns for fiscal year
adjusted gross income exceed $200,000 and whose tax payments were zero. I have also
before various House Ways and Means Subcommittees of the U.S. Congress.
I have been an active member of the American Institute of Certified Public
(AICPA) and other professional organizations, My committee assignments for the
Division of the AICPA included being on the Board of Examiners for the CPA
service on the Accounting Theory Subcommittee for the CPA examination. In the AICPA's
1
Division, I have served on various subcommittees and on the Executive Committee of the
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2
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CSE COVER SHEET
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EXTRACTED KEY WORDS
MEMORANDUM COUNTY COURT |
FILE DATE'" -Ox -a COST DEPOSIT $ \QO-
BOND APPROVAL DATE
CONSOLIDATED WITH TRANSFERRED
SEVERED FROM DATE
I
3ATE FILED PLEADINGS/ORDERS/PROCESS
I AND MUST NOT BE REMOVED
FROM THE DISTRICT CLERK'S OFFICE
BILL LONG,DISTRICT CLERKBDALLAS COUNTY
.-
M&lORANfl"lVl OF PAPERS FILED CONTINUED
-++
6:
--. -.? 98- 7822 COURT OF *R,cT
FILE DATE COST DEPOSIT $
BOND APPROVAL DATE INITIAL
CONSOLIDATED WITH TRANSFERRED FROM
SEVERED FROM . DATE
I h
I PLEADINGS/ORDERS/PROCESS ISSUED, '
d A&+-
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3
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Government Exhibit # 2ND AMENDED PETITION
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EXTRACTED KEY WORDS
GREATE BAY DEFENDANTS SUBSIDIARIES PLAINTIFFS DAMAGES ADVICE AMOUNT CONNECTION TAX INCOME SPIN-OFF RECOVER LIABILITY NEGLIGENT CONTRACT FEDERAL INCOME TAXES SUBSIDIARY COMPANIES FEDERAL INCOME ELAS GREATE BAY CASINO OUTSTANDING DEBTS CONSOLIDATION PRIOR ERRORS DALLAS COUNTY FINANCIAL STATEMENTS DECONSOLIDATION IRS REGULATIONS TIME DEFENDANTS PROFESSION |
HOLLYWOOD CASINO CORP T
and GREATE BAY CASINO
CORPORATION,
Plaintiffs,
V. LAS COUNTY, T E X
ARTHUR ANDERSEN L.L.P., RICHARD 6
L. ROBBINS, MICHAEL E. GAMACHE, 6
DANIEL J. MEEHAN, and BRENT R. 6 $URY TRIAL REOUESTED
IWLSBACK, 0
Defendants. § 1 93RD JUDICIAL
l?LAINTIFFS' SECOND AMENDED PETITION
TO THE HONOWLE JUDGE OF SAID COURT:
Hollywood Casino Corporation ("Hollywood") and Greate Bay Casino
Bay"), plaintiffs, file this their Second Amended Petition against Arthur Andersen
L. Robbins, Michael E. Gamache, Daniel J. Meehan, and Brent R. Railsback (collectively
Andersen"), defendants. This is an action to recover millions of dollars in damages
Hollywood and Greate Bay because of Arthur Andersen's negligent advice and breach of
concerning the advice given, work performed, and amounts charged in connection with
taxable spin off of certain subsidiaries (the "Spin-Off").
The Parties
1. Plaintiff Hollywood Casino Corporation is a Delaware corporation with
place of business in Dallas County, Texas.
PLAINTIFFS' SECOND AMJXNDED PETITION - Page 1
73991/06929.005096
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4
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EXP REP.-RHWELLEN
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EXTRACTED KEY WORDS
TAX SPIN-OFF INTERCOMPANY DEBT STOCK MEMBERS HCC GROUP PHC INCOME BASIS GAIN TRANSACTIONS ELA SUBSIDIARIES STOCKHOLDERS LOSS PPI FUNDING DEBT DEEMED SATISFACTION REISSUANCE NOLS PHC SUBGROUP ELA TRIGGERING TAX CONSEQUENCES FEDERAL INCOME TAX EXCESS LOSS ACCOUNT REGULATIONS GBCC GROUP CAPITAL CONTRIBUTION WRITTEN MATERIALS DEPOSITIONS |
RISPORT OF
ROBERT H. WELLEN
IVINS, PHILLIPS & BARKER
WASHINGTON, D.C.
March 23,200O
REPORT OF
ROBERT H. WELLEN
IVINS, PHILLIPS & BARKER
WASHINGTON, D.C.
TABLE OF CONTENTS
Introduction..
I. Subject of This Report
A. Excess Loss Account ("ELA") in Stock of Subsidiary
B. Deemed Satisfaction and Reissuance of Intercompany Debt
II. Information Sources for This Report
A. Written Materials
B. Depositions and Reports
C. Discussions . _
.
... 4
D. L.egal Research
III. Facts
A. HCC and Its Subsidiaries
1. HCC and the Sands
5
2. The PHC Subgroup
5
3. Basis and Excess Loss Accounts ("ELAs") in Stock of PHC Subgroup
Members
.
4. Intercompany Debt..
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5
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NOTE OF SETTLEMENT
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EXTRACTED KEY WORDS
COURT TRIAL SETTING AGREEMENT LAWRENCE VINCENT SINCERELI RHAN PETITION REASON DISMISSAL PAPERS SURROUNDING READINESS ANNOUNCEMENTS LIEU SETTLEMENT DOCUMENTS LANGTIAGC CONFIDENTIAL AMOUNT PLAINTIFFS DEFENDANTS PAYMENT ONE-TIME MATTER PARTIES COURTESIES MIKE JUDICIAL DISTRICT COURT ANDERSON TEXAS AUSTIN SUITE |
--
ERNANDEZ
Received 09/06/21
SEP-06-2000 16:39 34:38PM in 01:20 on
~-rui-lM RUSTIN TEXQS USA
976 P.02
E. Larry Vincent, Jr.
fax (214) 6550852
dir&k dial (214) 7~1907
Sodfrey.com
September 6,ZOOO
John J. McKetia
Graves, Daugherty, Hearon & Moody, P.C.
5 15 Congress, Suite 2300
Austin, Texas 78701
Re:Cause No. DV98-07822; Hollywood
rthur
Anderson L.L.P., et al.; In the 193ti Judicial District Court
Dear Mike;
Thank you for your courtesies in agreeing to note our
the ~ou,&s record. As we have agreed, the parties have settIed this
payment by Defendants to Plaintiffs in a confidential amount. Because wc
working out the langtiagc of the settlement documents, we have agreed to
this agreement in lieu of m&&g our respective announcements regarding
ask that the current trial setting be postponed. As soon as all matters
are conch&d, we will inform the court that the action has been settled
dismissal papers will be filed. Should the settlement for any reason not be
agree to petition the court for a trial setting no later rhan January 2001. If
our agreement, please sign below and I will file this as a Rule 11 agreement
Sincereli,
E. Lawrence Vincent, Jr.
L 402203vlnuS096
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