*2597 The petitioner and the Wood Lumber Co. held to be affiliated during the taxable year.
*728 The deficiency involved herein is for the fiscal year ended November 30, 1922, in the amount of $905.17. The only question presented for decision is whether petitioner was affiliated with the Wood Lumber Co.
FINDINGS OF FACT.
Until his death about 1912, Jonathan Wood owned practically all of the stock of the Wood Lumber Co., a New York corporation having its principal office at Amityville, N.Y. Subsequently, in 1912, S. P. Hildreth, the then attorney for the Wood family, and H. H. Tinkham, each acquired a substantial interest in the corporation. Tinkham handled all of the affairs of the corporation until about 1915, when H. M. Ketcham became an employee and stockholder of the corporation. At the time Ketcham became interested in the corporation an understanding was had that Tinkham would be executive manager of the corporation and that Ketcham would attend to the hardware and retail lumber branches of the business. When Hildreth and Tinkham*2598 acquired their stockholdings in the corporation they entered into an informal agreement to vote their stock together under all circumstances. The terms of the agreement have been followed by them ever since.
In 1920 Ketcham approached Tinkham with the proposition that they purchase the Suffolk Lumber Co., a New York corporation with its principal place of business at Lindenhurst, N.Y. Because of their inability to raise the necessary funds, Tinkham suggested to Ketcham that Hildreth be permitted to become a party to the purchase. Ketcham objected to the plan, but since they had no other means of raising the required capital, he consented to it on the basis of a one-third interest to each with the understanding that he and Tinkham would pool their stock in the corporation for voting purposes. On this basis they purchased all of the stock of the petitioner, effective January 1, 1921.
During the taxable year the voting stock of the petitioner and the Wood Lumber Co. was held as follows:
| Suffolk Lumber Co. | Wood Lumber Co. | |||
| Shares | Percentage | Shares | Percentage | |
| H. H. Tinkham | 50 | 33.4 | 116 2/3 | 46.6 |
| S. P. Hildreth | 50 | 33.3 | 79 2/3 | 31.9 |
| H. M. Ketcham | 50 | 33.3 | 52 2/3 | 21.5 |
*2599 *729 In his determination of the deficiency in controversy the respondent held that the petitioner was affiliated with the Wood Lumber Co.
OPINION.
ARUNDELL. Section 240(c) of the Revenue Act of 1921 provides for the affiliation of two or more domestic corporations where substantially all of their stock is owned or controlled by the same interests.
It is undisputed that all of the stock of both corporations was owned by three individuals in the proportions set forth in our findings of fact. If these persons are the same interests there can be no question about the correctness of the respondent's action in affiliating the corporations for tax purposes. The petitioner contends, however, that they are not the same interests, because of the divergence of their stockholdings. The voting stock of the Wood Lumber Co. was divided equally among the three stockholders. Their holdings in the petitioner ranged from 21.5 per cent in the case of Ketcham to 46.6 per cent in the case of Tinkham. The difference in the amount of their interests in both corporations did not in any case exceed about 13 per cent. We are unable to say from these bare facts that they are not the*2600 same interests, as determined by the respondent. See ; ; ; .
Decision will be entered for the respondent.