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FINDINGS OF FACT
Some of the facts have been stipulated and are found
accordingly. The stipulations of facts and the attached exhibits
are incorporated herein by this reference.
I. Norwest and Its Affiliated Group
A. Norwest
At all relevant times, Norwest was a Delaware corporation,
maintaining its principal place of business in Minneapolis,
Minnesota. In 1998, Norwest merged with Wells Fargo & Co. Norwest
was the surviving corporation, but it subsequently changed its name
to Wells Fargo & Co.
Norwest is a bank holding company registered with the Federal
Reserve Bank under the Bank Holding Company Act of 1956. Norwest’s
affiliates provide banking and other financial services. From 1993
through 1996, Norwest and its affiliated corporations filed
consolidated Federal income tax returns. Norwest is a publicly
held company whose stock is traded on the New York Stock Exchange
and on the Midwest Stock Exchange.
J. Daniel Vandermark was Norwest’s senior vice president of
tax; he reported to John Thornton, Norwest’s chief financial
officer. All sale-leasebacks had to be approved by Mr. Vandermark.
B. NEFI
Norwest Equipment Finance, Inc. (NEFI), now known as Wells
Fargo Equipment Finance, Inc., is a Minnesota corporation engaged
in the business of equipment leasing. At all relevant times, NEFI
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Last modified: May 25, 2011