Computervision International Corp. - Page 12

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          the month of January 1984 in accordance with their usual                    
          accounting practice.  For accounting purposes, not all of the               
          sums transferred between CV and CVI were recorded as passing                
          through the "intercompany account" because the entries used to              
          record the foregoing transactions were more simplified than those           
          used to record the corresponding transfers that had occurred in             
          January 1983.                                                               
               On January 27, 1984, and prior to the application of the               
          above-described payment by CVI to CV, CV held qualified export              
          receivables as described in the master receivables purchase                 
          agreement and CVI was indebted to CV (1) pursuant to the export             
          promotion agreement for expenses that previously had been paid by           
          CV but had not yet been reimbursed by CVI and (2) for accrued               
          State taxes that would be paid by CV in the first instance.  At             
          the time CVI wired the payment to CV, CV and CVI intended that              
          CVI would (1) purchase from CV receivables that were outstanding            
          at the close of business on January 31, 1984, (2) reimburse CV              
          for the aforementioned expenses, (3) pay CV an amount equal to              
          the accrued State taxes, and (4) pay a dividend to CV from a                
          portion of the transferred funds.  All events necessary to                  
          determine the total amount of the receivables, expenses and taxes           
          as of that date had taken place by the close of business on that            
          date; however, the information necessary to compute the total               
          amount of the items was not available to CV's or CVI's tax and              
          accounting departments by the close of business on January 31,              




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