Laidlaw Transportation, Inc. and Subsidiaries - Page 11

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               During the years in issue, DeGroote was chairman of all of             
          the Laidlaw companies.  DeGroote, Haworth, and Cairns were                  
          directors and officers of LTL, LIL (LIIBV's parent which was                
          wholly owned by LTL), LIIBV, and petitioners.                               
               5.   DeGroote's Sale of LTL Stock                                      
               DeGroote owned about 50.5 percent of the voting stock of LTL           
          during LTL's 1986 and 1987 tax years and until May 1988.                    
          Ownership of LTL's other voting stock was widely dispersed.  In             
          May 1988, CP, a Canadian transportation conglomerate, bought 47.2           
          percent of the voting stock of LTL from DeGroote for C$499                  
          C.   Growth of Petitioners and Their Subsidiaries                           
               DeGroote and his management team established LTL as the                
          controlling parent of several subsidiaries which included LIIBV,            
          LTI, LII, and their subsidiaries.  See pars. I-B-2, 3, and 4,               
               1.   LTI and Its Subsidiaries                                          
               In 1977, LTL formed LTI (a petitioner in these cases) to be            
          a holding company for LTL's U.S. subsidiaries.  LTI, a Delaware             
          corporation, is an accrual basis taxpayer.  LTL owned all of the            
          stock of LTI during the years in issue.  LTI was the parent of an           
          affiliated group that filed consolidated returns during the years           
          in issue.                                                                   
               During the years in issue, DeGroote, Haworth, Ronald S.                
          Murray (Murray), and Douglas R. Gowland (Gowland) were the                  

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