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Alumax, Mitsui USA, and Nippon Steel on or about November 13,
1986: (1) Mitsui USA exchanged 57 shares of the Alumax class B
common stock that it held for 4 million shares of the Alumax
series A nonvoting preferred stock; (2) Mitsui USA sold to Amax
for $291,500,000 the remaining 168 shares of the Alumax class B
common stock that it held; and (3) Nippon Steel sold to Amax for
$43,500,000 the 25 shares of the Alumax class B common stock that
it held. As a result of the 1986 restructuring, the outstanding
shares of the Alumax class B common stock and the outstanding
shares of the Alumax class C common stock were converted into a
single class of Alumax common stock that was held entirely by
members of the Amax group.10
During 1987 and 1988, Mitsui USA exchanged the 4 million
shares of the Alumax series A nonvoting preferred stock that it
held for an unspecified number of shares of the common stock of
Amax. Amax contributed that preferred stock to Alumax, which
then canceled it. During 1988, Mitsui USA sold in secondary
public offerings all of the common stock of Amax that it held.
On November 15, 1993, Amax, which since the 1986 restructur-
10 Although the parties stipulated that, pursuant to the 1986
restated certificate of incorporation, "the Class A and Class B
Common Stock of * * * [Alumax] was converted into a single class
of common stock", we shall disregard that stipulation insofar as
it refers to the Alumax class A common stock, rather than the
Alumax class C common stock, because such reference is clearly
contrary to the facts established by the record that, pursuant to
that certificate, the Alumax class B common stock and the Alumax
class C common stock were converted into a single class of Alumax
stock. See Cal-Maine Foods, Inc. v. Commissioner, 93 T.C. 181,
195 (1989).
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