Merrill Lynch & Co., Inc. & Subsidiaries - Page 57




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          women’s apparel manufacturer.  The taxpayers concluded that if              
          Ronnie could acquire Denise in exchange for Ronnie’s stock,                 
          Ronnie would acquire not only Denise’s manufacturing facilities             
          but also the sales relationship with I. Amsterdam.  In the early            
          part of 1969, negotiations began.  Denise’s shareholders were               
          interested in the taxpayer’s acquisition proposal but would not             
          consider accepting stock in a privately held corporation.                   
               In conjunction with the proposed acquisition of Denise, the            
          taxpayers began to explore taking Ronnie public.  The underwriter           
          they had selected recommended that Nashville and Jasper be                  
          combined with Ronnie before the public offering.  In January                
          1970, the taxpayers and another shareholder of Nashville and                
          Jasper agreed to sell all of their stock to Ronnie for $800,000.            
          The taxpayers contemplated that the purchase price would be paid            
          from the proceeds of one or more public offerings of Ronnie’s               
          stock.                                                                      
               On March 30, 1970, the first public offering of Ronnie’s               
          stock was made.  A portion of the sales proceeds was used to make           
          the downpayment to the Nashville and Jasper shareholders.                   
               On October 30, 1970, Ronnie entered into an agreement with             
          Denise’s shareholders to acquire all of Denise’s outstanding                
          stock in exchange for Ronnie’s stock.                                       
               On April 20, 1972, a second public offering of Ronnie’s                
          stock was made.  A portion of the proceeds was used to pay the              






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