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FINDINGS OF FACT
Some of the facts have been stipulated and are so found.
The stipulation of facts, second, third, and fourth stipulations
of facts, and attached exhibits, respectively, are incorporated
herein by this reference.
Petitioner is an Indiana corporation with its principal
office in Hammond, Indiana. Petitioner's wholly owned foreign
subsidiary, Northern Indiana Public Service Finance N.V.
(Finance), was incorporated on August 21, 1981, in Curacao under
the Commercial Code of the Netherlands Antilles for an unlimited
term. Finance had 20 shares of stock issued and outstanding, all
of which were acquired by petitioner for $20,000 cash. Finance's
sole managing director throughout its existence was Curacao
Corporation Company N.V. Finance's books and records were
maintained by its managing director in the Netherlands Antilles.
Article 2 of Finance's articles of incorporation provides:
The purpose of the company is to finance directly or
indirectly the activities of the companies belonging to
* * * [petitioner] * * *, to obtain the funds required
thereto by floating public loans and placing private
loans, to invest its equity and borrowed assets in the
debt obligations of one or more companies of * * *
[petitioner], and in connection therewith and generally
to invest its assets in securities, including shares
and other certificates of participation and bonds, as
well as other claims for interestbearing debts however
denominated and in any and all forms, as well as the
borrowing and lending of monies.
Specifically, Finance was organized for the purpose of obtaining
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