3. Assume the same basic facts as in Problem 1, above, except that P purchased 10% of T's stock five years ago for cash, and purchased an additional 50% of T's stock one year ago for cash. P now wishes to acquire the remaining 40% of T's stock for P voting stock or, if possible, P nonvoting preferred stock. The T minority shareholders are willing to engage in the transaction if they can avoid recognition of taxable gain. Advise the parties on the best method for structuring the acquisition as a tax-free reorganization