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above. Also, before the merger, Stephen Siegele was president of
ADCS, and after the merger Stephen Siegele was president of
petitioner. Also, the other officers and directors of petitioner
were essentially the same as the officers and directors of ADCS
before the merger.1
As a result of ADCS’ 1996 merger into petitioner, petitioner
acquired ADCS’ 99-percent membership interests in Holdings LLC
and in Operating LLC, ADCS’ 70-percent stock interest in ADCS-
Korea, ADCS’ licensor rights under the license agreement with
ADCS-Korea, and the patents, intangibles, and stock interests
that were retained by ADCS in the January reorganization.
ADCS-Limited was managed by the same individuals who had
managed ADCS and who continued to manage petitioner.
The same business activities that had been conducted by ADCS
before ADCS’ merger into petitioner were conducted by petitioner
after ADCS’ merger into petitioner.
In 1997, ADCS-Limited purchased for $65,860 4.383 acres of
land adjacent to its chemical manufacturing plant in Burnet,
Texas, for the purpose of constructing thereon a 22,500-square-
foot chemical manufacturing plant at a projected cost of $6
million.
1 Robert Jackson, a vice president of ADCS, became a
shareholder in petitioner, but the record is unclear as to
whether he became a vice president of petitioner.
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Last modified: May 25, 2011