- 9 -
BTR Dunlop was also interested in acquiring Schlegel
Corporation because BTR Dunlop had a small sealing systems
business that Schlegel Corporation fit into synergistically. BTR
Dunlop submitted a bid to purchase Schlegel Corporation on
December 12, 1988. BTRS Acquisition, a New York corporation, was
formed on December 20, 1988, as a wholly owned subsidiary of BTR
Dunlop, joining the BTR affiliated group. BTRS Acquisition
subsequently purchased Schlegel Corporation on January 27, 1989,
for $200 million plus the assumption of $33,864,000 in debt.
Immediately thereafter, BTRS Acquisition merged into Schlegel
Corporation pursuant to a merger agreement dated December 22,
1988. As a result, Schlegel Corporation became a wholly owned
subsidiary of BTR Dunlop.
In January 1989, James Thom (Thom), treasurer of BTR Plc,
contacted Robert Coyle (Coyle), director of taxation of BTR
Dunlop, concerning the potential transfer of Schlegel UK and
Schlegel GmbH to BTR Plc and BTR International. Thom asked Coyle
to calculate the "tax cost" of the transfers, i.e., the Federal
capital gain tax that would have to be paid in the event of these
transfers. Shortly thereafter, Schlegel Corporation hired
Valuation Research Corporation (VRC), an appraisal firm, to value
the stock of Schlegel UK and Schlegel GmbH.
Assisting in the VRC valuation, Schlegel Corporation
management prepared sales forecasts for the automotive and
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