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parties) certain patents, intangibles, and other
stock interests in other business entities owned
by ADCS were retained by ADCS;
6. Holdings LLC and Operating LLC then both
contributed to ADCS-Limited the operating assets
they had received from ADCS in exchange,
respectively, for the receipt of a 99-percent
limited partnership interest and a 1-percent
general partnership interest in ADCS-Limited.
After the above six steps in the reorganization of ADCS were
implemented, ADCS filed with respondent an election for
subchapter S status, effective April 1, 1996.
In June of 1996, petitioner was formed as a Nevada
corporation. Upon its formation, petitioner filed with
respondent an election for subchapter S status, effective
June 13, 1996. On July 9, 1996, ADCS was merged into petitioner.
In 1996, the initial shareholders in petitioner and their
respective ownership interests in petitioner were as set forth
below:
Percentage
Name Interest
Stephen H. Siegele 68.4
Frederick H. Siegele 11.5
Bernard McKeown 11.5
Stuart F. Siegele 3.8
Frederick J. Siegele 3.3
Robert Jackson 1.6
Before ADCS’ merger into petitioner, the shareholders in
ADCS and their respective ownership interests in ADCS were
identical to petitioner’s initial shareholders as set forth
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Last modified: May 25, 2011