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Furukawa and Sumitomo stated in a letter dated January 27,
1973, that they did not want to have any confidential agreements
that would harm their relations with the Japanese Government.
There is no evidence in the record that Furukawa and Sumitomo
acted contrary to that stated intent. We conclude that the
Burndy-Japan shareholders did not have an undisclosed agreement
giving Burndy-US control over Burndy-Japan in 1973.
g. Whether Burndy-US Paid a Control Premium for
Burndy-Japan Stock It Acquired in 1973 or 1993
Petitioners contend that Burndy-US paid a control premium
when it acquired 50 percent of the stock of Burndy-Japan in 1973
and did not pay a control premium when it acquired an additional
40 percent of that stock in 1993. We disagree on both points.
First, Cantor stated in a memorandum to York in 1980 that he
refused to pay a control premium when he negotiated the price
of Burndy-Japan stock in 1973. Cantor testified at trial that
Burndy-US paid a control premium in 1973, but he could not
explain the conflict between his testimony and his 1980
memorandum.
Second, a 1978 Burndy-US memo to Farley states that Burndy-
US should be prepared to pay a 20-percent control premium for
increasing its ownership of Burndy-Japan stock to more than the
50 percent it then owned.
Third, FCI said in its 1993 annual report to shareholders
that it acquired control of Burndy-Japan in 1993 when Burndy-US
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