Liquid Air Corporation and Subsidiaries - Page 2

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          The stipulation of facts and attached exhibits are incorporated             
          herein by this reference.  At the time the petition was filed in            
          this case, petitioner's principal place of business and principal           
          office were located in Walnut Creek, California.                            


               During the relevant years, petitioner, Liquid Air Corp., was           
          the common parent of an affiliated group of corporations.                   
          Petitioner was, at all relevant times, engaged principally in the           
          business of producing, selling, and distributing industrial gases           
          and welding products in the United States and various foreign               
               On June 5, 1978, petitioner entered into a written executory           
          contract (Contract) with the Chemetron Corp. (Chemetron) to                 
          purchase certain assets of the Industrial Gases Division (IGD) of           
          Chemetron.  At the time of the Contract, Chemetron was a wholly             
          owned subsidiary of Allegheny Ludlum Industries, Inc.                       
          (Allegheny).  The Contract was the result of an arm's-length                
          negotiation among representatives of petitioner, Chemetron, and             
          Allegheny.  Michael V. Breber, petitioner's executive vice                  
          president and chief operating officer, was in charge of                     
          negotiating the purchase of the assets of the IGD on petitioner's           
          behalf.  Before the transaction could close, however, approval of           
          the transaction by the Federal Trade Commission (FTC) was                   

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