Merrill Lynch & Co., Inc. & Subsidiaries - Page 74




                                       - 74 -                                         
          constructive ownership of the issuing corporations.  Again, we              
          disagree.                                                                   
               After examining petitioner’s actions including those of the            
          redeemed shareholder (ML Capital Resources), the redeeming                  
          corporations (ML Realty, ML Asset Management, and MLPFS), and               
          Merrill Parent, we are convinced that the section 304 deemed                
          redemptions, i.e., the 1987 cross-chain sales, and the later sale           
          of ML Capital Resources to GATX/BCE were steps in a firm and                
          fixed plan to terminate ML Capital Resources’ actual and                    
          constructive ownership of the issuing corporations.                         
               As with the 1986 cross-chain sale, the most compelling                 
          evidence of a firm and fixed plan with respect to the 1987 cross-           
          chain sales is the formal presentation of the plan to Merrill               
          Parent’s board of directors, which took place on April 23, 1987,            
          2 days after receipt of GATX/BCE’s bid and approximately 3 weeks            
          after seven of the eight 1987 cross-chain sales closed.  The                
          formal presentation included the distribution of a written                  
          summary and slides illustrating the details of the plan to                  
          dispose of ML Capital Resources using much of the same language,            
          format, and reasoning as that used in the 1986 written summary.             
          The written summary laid out each step of the plan.  Among the              
          steps identified were (1) the cross-chain sales of the seven                
          subsidiaries, which the summary acknowledged had already                    
          occurred, (2) the distribution of a dividend by ML Capital                  






Page:  Previous  62  63  64  65  66  67  68  69  70  71  72  73  74  75  76  77  78  79  80  81  Next

Last modified: May 25, 2011