- 4 - Dover Elevator Dover Elevator, like each of the other business groups, was managed by a headquarters corporation, Dover Elevator International, Inc. (DEI), a domestic corporation. However, not all of the corporations that constituted Dover Elevator were direct or indirect subsidiaries of DEI. During 1997, DEI’s United Kingdom (UK) elevator business was conducted by Hammond & Champness Limited (H&C), a UK corporation engaged in the business of installing and servicing elevators. H&C was wholly owned by a UK holding company, Dover U.K. Holdings Limited (Dover UK), which was wholly owned by a Delaware corporation, Delaware Capital Formation (DCF), which, finally, was wholly owned by petitioner. Sale of H&C On June 30, 1997, Dover UK and petitioner entered into an agreement with Thyssen Industrie Holdings U.K. PLC (Thyssen), a German corporation registered in England and Wales, and its German parent, Thyssen Industrie AG, for the sale by Dover UK to Thyssen of the entire issued share capital of H&C (the agreement or stock sale agreement). The agreement provided that it and other specified documents and agreements relating to the sale were to be held in escrow until the “Escrow Release Date” (July 11, 1997), by which time it was anticipated that the purchaser would have “completed its due diligence inquiries, and * * * determined that it does wish to proceed with * * * [the sale]”Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011