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as to price and terms by April 10, 1987. The 3-volume offering
memorandum indicated that ML Capital Resources “does not intend
to engage in substantial negotiations with respect to the terms
of the Stock Purchase Agreement” and proposed an April 30, 1987,
closing date.
On March 13, 1987, the chairman of the board of ML Capital
Resources authorized a five-person team to pursue the divestiture
of ML Capital Resources, four of whom had been involved in the
sale of ML Leasing. Mr. Sands again was appointed as chief
negotiator.
In and around March 1987, Merrill Parent contacted various
potential purchasers regarding the sale of ML Capital Resources.
The ultimate purchaser, GATX Leasing Corp. (GATX), on behalf of
itself and BCE Development, Inc. (BCE), a majority-owned
subsidiary of Bell Canada Enterprises (collectively referred to
as GATX/BCE unless otherwise indicated), apparently received the
preliminary offering memorandum sometime during March 1987
because ML Capital Markets sent GATX/BCE a confidentiality
agreement dated March 23, 1987.
B. Section 304 Cross-Chain Sales
1. Five Subsidiaries
Effective March 28 and March 30, 1987, respectively, the
boards of directors of ML Capital Resources and Merrill Lynch
Realty, Inc. (ML Realty or MLRI), a wholly owned subsidiary of
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