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Technology Stocks : 3Com Corporation (COMS)
COMS 0.001300.0%Dec 18 4:00 PM EST
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To: The Phoenix who wrote (38951)2/4/2000 9:54:00 PM
From: Alski  Read Replies (2) of 45548
 
Gary,
Exactly, it's an AND not an OR. One more time:
..these businesses must each have been actively conducted throughout the five-year period ending on the date of the spinoff AND must not have been acquired, within that period, in a wholly or even partially taxable transaction.
Both COMS and PALM have actively conducted throughout the five-year period (yes, Palm computing has been around for 5 years) AND PALM was NOT acquired in a TAXABLE transaction. So COMS can do a tax-free spin off PALM.

As for the pooling discussion, it has nothing to do with a suitor wanting to divest a portion within two years. It has everything to do with a suitor wanting to use pooling-of-intrests to acquire COMS in the first place. The discussion was started with the speculation that COMS would be an attractive takeover target after the PALM spinoff.
The pooling rules provide that such treatment is unavailable in cases where either constituent has effected a change in its voting common stock equity interests "in contemplation" of the pooling. For this purpose, ... a spinoff ...constitutes a change in the equity interests and a change that takes place during the two-year interval preceding the initiation of the pooling is presumed to be in contemplation thereof.

A pooling-of-intrests merger/acquisition of COMS will not be an option for two years following the spin off.

And you're right, the whole damn discussion is mute and all bets are off if COMS is acquired before the IPO.

Alski
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