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between $11,300,000 and $12,600,000.
In March 1990, G. Peter D'Aloia, AlliedSignal's Treasurer
and Vice President of Taxes, and Mr. Barter, presented the plan
to Edward Hennessy, AlliedSignal's Chairman and CEO. Mr. Barter
and Mr. D'Aloia recommended that Mr. Hennessy approve the plan
because of its tax advantages. Mr. Hennessy decided that the
proposal should be presented at the Board's April 30, 1990,
meeting and that prior to such meeting the Board's Executive
Committee should consider the proposal. On April 16, 1990, the
Board's Executive Committee convened, and Mr. D'Aloia described
the proposal and its essential steps. Although the foreign
partner's identity had not yet been revealed to AlliedSignal, the
executive committee approved the proposal and an initial $110
million contribution. Two weeks later, after a brief
presentation of the proposal's potential tax benefits, the Board
approved the venture.
II. Algemene Bank Netherlands N.V.
Prior to April 16, 1990, Mr. Matthews was concerned that the
venture's success would depend on the post-formation decisions of
a foreign partner whose identity had not yet been revealed to
AlliedSignal. When he expressed this concern to Merrill Lynch,
Mr. Das assured him that the foreign partner would be an AA- or
AAA-rated international bank that would participate in the
venture at AlliedSignal's direction. Although AlliedSignal had
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