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of directors meeting that occurred approximately 3 weeks after
the 1987 cross-chain sales. Although petitioner is correct
regarding the chronology, petitioner offered us no proof that the
plan suddenly sprang to life after the 1987 cross-chain sales had
closed or that the 1987 cross-chain sales and the later sale of
ML Capital Resources were unrelated. In fact, petitioner
introduced very little evidence regarding the development,
review, and approval of the plan reflected in the 1987 written
summary, even though the plan was the product of petitioner’s own
internal planning and closely resembled the 1986 plan.
Petitioner correctly points out that, as of the dates of the
1987 cross-chain sales, there was no contractual obligation
between petitioner and GATX/BCE to consummate the sale of ML
Capital Resources. We note, however, that petitioner had
structured the “playing field” in order to expedite and simplify
the sale of ML Capital Resources by (1) structuring the proposed
sale as an auction designed to encourage the submission of bids
acceptable to petitioner, (2) preparing and distributing a
proposed Stock Purchase Agreement in conjunction with the 3-
volume offering memorandum and advising prospective purchasers
that petitioner “does not intend to engage in substantial
negotiations” with respect to its terms, (3) securing at least
one appraisal of residual value in anticipation of the sale, and
(4) offering the prospective purchaser administrative resources
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