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Secondly, they offer me a lifetime job at a substantial income figure which will provide adequate lifetime security for myself and family. They even agree to give my son an important position and they point out that at my death, even if I survive my wife, my estate will have no trouble raising all of the money needed to meet the estate taxes, for the stock which I will have received in their company on the exchange can be sold on the national exchange at any time for an assured price.
Obviously, this method has many attractions for the owner of a small business. It not only offers him lifetime security and the release from the daily crises and pressures of dealing with labor unions, sellers, customers, and the million Government restrictions and regulations, but it offers a safe haven after his death, with assured security for his wife and family.
The only trouble with the picture is that it also deprives him of the thing which he and his forebears built over the years, the opportunity to use his own creative and inventive capacities in his own way.
So far I have resisted this temptation to sell. I still consider myself a man with a lot of useful years ahead of me and I have a lot of plans and ideas for my company which I want to try out in addition to research.
In addition, I feel a strong sense of responsibility to my employees who have been working for me for many years. Our average length of employee's service with the company is far and again above others in the industry. One of the original wagon drivers for my father who mortgaged his home to buy stock to help my father build his first plant recently retired as vice-president and is still a director.
And if I remain in business what do I face? I face the competition of a national chain of stores entering the milk business with a virtual monopoly of outlet through that store chain.
In other words, I am largely blocked off from reaching that part of the public dealing with the store chain, whatever I do in the way of better protecting the public health or in the way of community service.
Money and monopoly of outlet are not the only advantages of the billion dollar corporation, in my opinion. The biggest advantage consists of time. The average age of 250 of the largest industrial and trade corporations is 74.3 years, according to the Fortune Directory of the 500 largest United States industrial corporations, and 200 largest trade corporations.
The lifetime of the independent business is limited by tax laws to the productive years of one individual, a limitation which makes independent business of any consequence illegal beyond this generation.
This limitation brings to a close the age of Edison and Ford. It may bring our civilization to a close, also.
As I said, I have so far resisted the obvious attractions of a sale, but these attractions have been too much for thousands of other owners of small businesses across the country.
Let me recount to you what has occurred in the city of Omaha in the last few years, for although you may not be familiar with the locally owned businesses there, you will readily recognize the names of the purchasers
Prior to 1951 there was no particular trend. True, the Kellogg Co. had purchased Miller Cereal Mills in 1943, but the sales were isolated and formed no pattern or trend. However, in 1951, beginning with the purchase of the Eggerss-O'Flyng Co. by Central Fiber Products Co., a gradually increasing number of these sales or mergers occurred.
The Campbell Soup Co. acquired C. A. Swanson and Sons for approximately $27 million.
The Sheraton Corp. of America acquired the Eppley Hotels Co. for approximately $30 million in stock.
Eli Lilly & Co. acquired Corn States Laboratories, Inc., and Fruehauf Trailer Co. acquired Independent Metal Products Co.
Procter & Gamble Co. acquired the Duncan Hines Division of Nebraska Consolidated Mills Co.
The American Linen Supply Co. of Chicago acquired three local linen supply companies, and the Pacific Intermountain Express of Oakland, Calif., has asked the ICC for permission to buy Union Freightways of Omaha.
The same thing is occurring in the other communities where we operate.
For example, in June of this year, Outboard Marine Corp. of Milwaukee purchased Cushman Motor Works, Inc., of Lincoln, for something over $35 million.
Nationally, I am, of course, more familiar with the developments in my own industry. As you know, the Federal Government has filed complaints against National Dairy Products Corp., the largest in the industry, the Borden Co., and Beatrice Foods Co., and Foremost Dairies, Inc.
, charging violation of the Clayton Antitrust Act, and the Federal Trade Commission law which prohibits unfair competition on the basis that they have violated monopoly laws by acquiring some 289 dairy corporations since 1950.
But you cannot blame the owners of local businesses for selling out to the large national concerns. In many cases, as has been pointed out, they had no alternative.
The irony of it is that a Government which prosecutes monopoly and acclaims small independently owned business as the best protection against monopoly and unfair business methods is the very one who, by its tax laws, is forcing the small-business man to give up the struggle.
In my judgment, it is primarily responsible for the tremendous rise in mergers and concentration of business in large national concerns.
I am remaining in business for the present only as a matter of principle, out of a sense of patriotic duty. For what are these estate laws doing? They are drying up initiative within this Nation at its source.
True, our tax laws send men to Florida rather than the salt mines, but they are eliminating the use of many millions of years of creative energy on the part of some of our most productive citizens.
The amount of income taxes lost because of estate taxes is impossible to estimate, but it must be tremendous. Gift and estate taxes produce only 1.2 percent of total Federal revenue, and are not repetitive.
What do I recommend !
In my judgment, H. R. 7600 represents a step in the right direction. It would permit a small business to accumulate, over a period of years out of earnings before taxes, funds which could then be used to redeem enough of an owner's stock at the stockholder's death to permit his estate to meet the impact of the Federal estate taxes without forcing his estate to put his stock on the block.
As I have pointed out in my own case, my business cannot do this out of earnings after taxes, but given the opportunity to set aside 10 percent of its net earnings free of corporate income taxes over the next 10 or 15 years, my personal problem would be met.
Perhaps it is too late in my case for I may not have that long a period to look forward to, but it will at least make it possible for those who follow me to avoid the necessity of selling out to a large national concern and the Government would be assured of revenue in my lifetime.
Something must be done and done soon in order to preserve those which still remain, and I submit to you gentlemen that H. R. 7600 would attack one of the principal causes of this tragic trend.
(The following documents were submitted by Mr. Roberts for the record :)
LINCOLN, NEBR., January 22, 1958. COMMITTEE ON WAYS AND MEANS,
House of Representatives, Washington, D. C. GENTLEMEN: This letter is supplemental to the remarks of J. Gordon Roberts in support of H. R. 7600, a bill for estate tax relief for small-business men.
Attached hereto is a copy of H. R. 7600 and a copy of the remarks of Repre sentative Baker, before the House of Representatives at the time of introduction of the bill. These are attached for more detailed reference. Representative Baker's remarks contain a general explanation of the bill and illustrations of its application in typical situations.
The problem to be solved by H. R. 7600 is a problem which practical experience shows, and we are certain the committee's hearings will disclose, faces practically all owners of small businesses. They find that it is necessary to use most of their assets in their business, and it is practically impossible for them to set up an adequate reserve of liquidable property sufficient to meet the de mands of Federal estate taxes which will come at the time of their death. Thus they face the prospect that their executor may be required to liquidate their business in order to meet death expenses, and they are impelled in many, many cases to merge their business with a large national corporation or sell their business to a large national corporation during their lifetimes when they can negotiate the transaction themselves and receive in exchange liquidable property.
The owner of a small-business corporation, in order to acquire funds for payment of death taxes, must either sell a portion of his business, which is not practicable, or else accumulate a fund out of earnings after taxes. Earnings of a corporation are subject to the corporation tax, and that portion of the earnings after tax which is not required for working capital of the business can be distributed to the owner in the form of dividends, making them subject to his personal income tax. That which is left over after the corporate tax and the personal income tax is still subject to Federal estate taxes. All that is left to pay estate taxes on his business is the remainder after the payment of corporate income tax, personal income tax, and Federal estate tax on the unit of earnings of the corporation. The practically confiscatory impact of the combination of these three taxes is a dominant factor in many mergers or sales of small businesses to large national corporations. Thus, Government tax policy is forcing the elimination of many small businesses.
H. Ř. 7600 proposes that the family corporation and the individual taxpayer be allowed to purchase estate tax anticipation certificates and deduct not to exceed 10 percent of their taxable income for amounts used to purchase such certificates. The family corporation is allowed to invest in such certificates and investment is not considered an unreasonable accumulation of earnings. The certificates may be used to redeem stock and the redemption is not considered equivalent to the declaration and payment of a dividend.
The certificates may be redeemed by the executor of the deceased taxpayer at face value in payment of estate taxes up to the amount of $500,000. They
may be redeemed by the executor of the deceased taxpayer other than for payment of estate taxes, or for payment of estate taxes in excess of $500,000, at an amount less than their face value, which amount is determined by the Secretary of the Treasury at the time of sale, and which shall be not less than 90 percent of face value. The certificates may be redeemed other than by the executor of a deceased taxpayer for an amount less than face value, which amount is determined by the Secretary of the Treasury prior to sale, and which shall be not less than 75 percent of the face value. The noninterest bearing feature of the certificates plus their redemption at less than face value is designed to prevent their use for purposes other than anticipation of estate taxes.
The family corporations which are allowed to obtain an income tax deduction for purchase of the certificates are defined as corporations a majority of whose stock is held by not more than 10 persons and which is engaged in an active business, as defined in section 395 (b).
There is an additional provision for payment of estate taxes in installments over a period of not more than 10 years in estates where one-half or more of the value of the gross estate consists of stock or investments in one or more closely held business enterprises. Closely held business enterprises are defined to include business proprietorships, business partnerships having 10 or less partners and business corporations having 10 or less stockholders.
The bill has provisions which result in the taxpayer losing the advantage of the tax deduction if the certificates are redeemed during his lifetime, by treating the redemption as gross income and adding to his tax the amount of any savings in income tax which occurred in the year of purchase of the certificates to the extent that the savings in tax exceeded the additional tax in the year of redemption.
The effect of the bill in its actual operation would be that the taxpayer would be required to pay to the Government as a result of purchase of the certificates more than the amount of the income tax savings. The cost of the certificates, limited by 10 percent of the taxable income, is treated as a deduction from income, which would result in an income tax savings of some amount less than the amount of the deduction. Thus, in effect the Government is receiving the same amount of money as it would otherwise have received in income taxes plus an additional amount which represents advance payment of estate taxes.
At the time of the taxpayer's death the Government does not receive money to the extent that the certificates are redeemed in payment of estate tax. Instead the taxpayer is credited with an amount which in effect includes the income tax savings resulting from the purchase in prior years of the certificates, plus the advance payment of estate tax in the years in which the certificate was purchased.
The net effect to the Government would be a reduction in the amount paid at the time of death, but measured by the amount of the income tax savings during life, which would be a reduction in total tax revenue to the Government and the reduction in tax to the taxpayer. This is offset by the fact that part of the estate taxes will be paid in advance.
We submit that the loss of tax revenue to the Government would be very minor compared to the major effect on small-business men in increasing the incentive to retain their businesses. Yours very truly,
MABON, KNUDSEN, DIOKESON & BERKHEIMER, By JOHN MASON.
[H. R. 7600, 85th Cong., 1st sess.] A BILL To provide a program for survival of small businesses and payment of estate
taxes by estate tax anticipation certificates Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, SEC. 1. NON-INTEREST BEARING ESTATE TAX ANTICIPATION CER
TIFICATES. (a) TRANSFER OR REDEMPTION OF ESTATE TAX ANTICIPATION CERTIFICATES.Part II of subchapter B of chapter 1 of the Internal Revenue Code of 1954 (relating to items specifically included in gross income) is amended by adding at the end thereof the following new section:
"SEC. 78. ESTATE TAX ANTICIPATION CERTIFICATES.
“The face value of estate tax anticipation certificates (as defined in section 6317 (a)) transferred, assigned, or surrendered for redemption by a taxpayer shall be included in the gross income of taxpayer, unless :
"(a) The taxpayer is a corporation and the transfer or assignment is in exchange for part or all of the stock of taxpayer; or
"(b) The surrender for redemption is by an executor of the estate of a decedent."
(b) TECHNICAL AMENDMENT.-The table of sections for such Part II is amended by adding at the end thereof the following:
"Sec. 27. Estate tax anticipation certificates."
(C) DEDUCTIONS FOR INDIVIDUALS PURCHASING ESTATE TAX ANTICIPATION CERTIFICATES.-Part VII of subchapter B of chapter 1 of the Internal Revenue Code of 1954 (relating to additional itemized deductions for individuals) is amended by redesignating "SEC. 217. CROSS REFERENCES" as "SEC. 218. CROSS REFERENCES" and adding the following new section 217: "SEC. 217. AMOUNTS REPRESENTING PURCHASES OF ESTATE TAX
ANTICIPATION CERTIFICATES. "In the case of an individual, there shall be allowed as a deduction the amount expended by the individual during the taxable year in the purchase from the Secretary or his delegate of estate tax anticipation certificates, but such deduction shall not exceed 10 percent of the taxable income of such individual for the taxable year (computed without the deduction allowed by this section)."
(d) TECHNICAL AMENDMENT.-The table of sections for such part VII is amended by redesignating
"Sec. 217. Cross references.” as
"Sec. 218. Cross references." and inserting after section 216 the following:
“Sec. 217. Amounts representing purchases of estate tax anticipation certificates."
(e) DEDUCTIONS FOR FAMILY CORPORATIONS PURCHASING ESTATE TAX ANTICIPATION CERTIFICATE.—Part VIII of subchapter B of chapter 1 of the Internal Revenue Code of 1954 (relating to special deductions for corporations) is amended by adding at the end thereof the following new section : "SEC. 249. AMOUNTS REPRESENTING PURCHASES OF ESTATE TAX
ANTICIPATION CERTIFICATES. (a) DEFINITION OF FAMILY CORPORATION.- A family corporation, for the purpose of this section, is a corporation which meets the requirements of section 355 (b) of the Internal Revenue Code of 1954 as to active business, and more than 50 percent of the voting stock of which is owned by not more than ten individuals or more than 50 percent of the voting stock of which is owned by another corporation which qualifies as a family corporation. For the purposes of this section a trust shall be deemed an individual.
"(b) AMOUNT OF DEDUCTION.-In the case of a family corporation there shall be allowed as a deduction the amount expended by the corporation during the taxable year in the purchase from the Secretary or his delegate of estate tax anticipation certificates, but such deduction shall not exceed 10 percent of the taxable income of such corporation for the taxable year (computed without the deduction allowed by this section)."
(f) TECHNICAL AMENDMENT.-The table of sections for such part VIII is amended by adding at the end thereof the following: “SEC. 249. AMOUNTS REPRESENTING PURCHASES OF ESTATE TAX
ANTICIPATION CERTIFICATES.” (g) DISTRIBUTION OF Estate Tax ANTICIPATION CERTIFICATES IN REDEMPTION OF STOCK. Part I of subchapter C of chapter 1 of the Internal Revenue Code of 1954 (relating to distributions by corporations) is amended by deleting the word "or" after the figure “(3)" in section 302 (a) and inserting the words "or (6)"