- 3 -
this reference. For purposes of convenience, our findings of
fact with respect to respondent's specific determinations will be
combined with our opinion on each issue.
Background
Petitioner is a publicly held Delaware corporation with its
principal place of business in Portland, Oregon. Petitioner’s
shares are traded on the New York Stock Exchange. During 1985,
petitioner engaged in several businesses, primarily in Oregon and
Washington, including timber, sawmill and pulp mill operations,
land development, and resort businesses.
In October 1985, petitioner’s board of directors adopted a
Plan of Distribution (the plan). Under the terms of the plan,
petitioner would transfer its timber and land development
properties and related assets located in the State of Washington
(collectively referred to as the "Washington properties") to Pope
Resources, a newly formed Delaware limited partnership (the
Partnership). Upon transfer of the Washington properties to the
Partnership, the managing general partner was to make a pro rata
distribution of the interests in the Partnership (partnership
units or units), on the basis of one partnership unit for each
five shares of common stock.
Petitioner’s board of directors believed the plan to be in
the best interests of petitioner’s shareholders for several
reasons. First, the plan would provide certain tax benefits,
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011