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directors of petitioner resolved to take all actions necessary to
effect a change of the name UPSINCO to Overseas Partners, Ltd.
(OPL).
By resolution on November 3, 1983, the board members of
UPSINCO increased the authorized share capital of the company by
$15,687,030, from $1.2 million to $16,887,030, through the
creation of an additional 156,870,300 shares of capital stock at
10 cents par value. The members of UPSINCO further resolved that
the sum of $25,330,545 be accepted as contributed surplus,
resulting in an increase of $41,017,575 in UPSINCO's capital to
$42,217,575.
On November 14, 1983, petitioner made a capital contribution
of cash in the amount of $41,017,575 to UPSINCO. On November 17
and 18, 1983, petitioner's board of directors declared a dividend
of 1 share of OPL (then known as UPSINCO) capital stock on each
outstanding share of petitioner's stock (excluding petitioner's
shares held in treasury) payable on December 31, 1983, to
shareholders of record on November 18, 1983.
On November 23, 1983, the board members of UPSINCO resolved
that the name of the company be changed to OPL. By resolution
dated November 25, 1983, petitioner's board of directors changed
the name of UPSINCO to OPL.
On December 28, 1983, NUF and OPL entered into a Facultative
Reinsurance Agreement (agreement) under which NUF agreed to cede
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