14
received from the sale of the S&B stock. In Litton Industries,
Litton's board of directors discussed the sale of its subsidiary
(Stouffer) in early 1972. On August 23, 1972, Stouffer declared
and paid a $30 million dividend, and on September 7, 1972, Litton
announced publicly its interest in disposing of Stouffer. From
September 1972 through December 1972, Litton and Stouffer
discussed with various underwriters a public offering of Stouffer
stock. On March 1, 1973, Nestle Alimentana S.A. Corp. (Nestle)
offered to buy all of Stouffer's stock, and Litton completed that
sale to Nestle on March 5, 1973.
When Stouffer declared a dividend, Litton had taken no
formal action to initiate the sale of Stouffer. Id. at 1097. In
contrast, during their special meeting on April 26, 1988, which
was before the alleged dividend declaration on April 29, 1988,
S&B's board of directors set a target date of August 1, 1988, for
closing on the management group's purchase of the S&B stock.
There is no evidence that Thor discussed the sale of S&B to any
buyer other than the management group. Litton, on the other
hand, discussed the disposition of Stouffer with various
corporations, investment banking houses, business brokers, and
underwriters. Id. Stouffer declared a dividend and definitely
committed itself to the dividend before even making a public
announcement that Stouffer was for sale. Id. at 1098. This is
in stark contrast to S&B's alleged dividend that did not surface
until November 14, 1988, 3 days before Thor's sale of the S&B
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