Interlake Corporation - Page 4

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          issue as to any material fact.  Accordingly, we may render                   
          judgment on the issue in this case as a matter of law.  See Rule             
               Some of the facts and certain exhibits have been stipulated             
          by the parties for purposes of the instant motion.  The                      
          stipulation of facts is incorporated in this Opinion by                      
          reference.  When petitioner filed its petition in the instant                
          case, its principal place of business was located in Lisle,                  
               As a result of a May 29, 1986, restructuring transaction                
          (restructuring transaction), petitioner became the successor                 
          common parent of a consolidated group of corporations that had               
          previously been headed by Interlake, Inc.  References to the                 
          group are to the group of consolidated corporations controlled by            
          Interlake, Inc., before the restructuring transaction and then by            
          petitioner after the restructuring transaction.                              
          The Restructuring                                                            
               Prior to the restructuring transaction, Interlake, Inc., was            
          the common parent of the group.  The group consisted of various              
          subsidiaries, including the Alabama Metalurgical Corp. (AMC).                
          Interlake, Inc., was a publicly owned corporation, and its shares            
          of common stock were listed and traded on the New York Stock                 
          Exchange (NYSE).                                                             
               Petitioner was organized on February 26, 1986, in                       
          anticipation of the planned restructuring transaction.  From its             

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