Association Cable TV, Incorporated - Page 18

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                        A  I don't recollect seeing one.  I recollect that                              
                  they said you have a liability on it--a big liability                                 
                  on it.                                                                                
                        Q  Okay.                                                                        
                        A  And that is when I think everybody got back                                  
                  together and they got talking to each other up at                                     
                  Williams, Cox and Weidner and whatever in the heck                                    
                  their name is.                                                                        
                        Q  When they told you there was a return with a                                 
                  lot of tax due, did that--that got everybody nervous                                  
                  and talking.  True?                                                                   
                        A  Well, I think it got--you know, when we raised                               
                  hell with them and said, Wait a minute now, here.  You                                
                  were in here from ground floor and all the rest of that                               
                  and everything.  They went back and got talking amongst                               
                  themselves, I think.                                                                  
                  After Briggs "raised hell" with WCWC, Turner sent to                                  
            Williams, his manager, a fax that stated in part:                                           
                  I believe you will agree that we gave them sound advice                               
                  in October, 1988.  If they did not follow through with                                
                  the advice, they have a problem, because we did explain                               
                  the options to them.  Let me hear from you.                                           
                  ACT would not have had a substantial tax liability from the                           
            JSL sale if it had liquidated in accordance with section 337.                               
            WCWC's failure to inform the ACT shareholders about the timing                              
            requirement of section 337, along with Briggs' anger at WCWC                                
            because of the ACT tax liability and Turner's attempt to protect                            
            WCWC's interests in the memorandum to Williams, convinces us that                           
            ACT had not adopted a liquidation plan prior to or on the sale                              
            date of ACT's assets to JSL.                                                                
                  During the December 18, 1989, meeting, Turner informed                                
            Briggs that minutes of a liquidation meeting were needed for                                




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