Medieval Attractions N.V - Page 88

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          or a November 30 fiscal year for MANV and Calinvest to delay the            
          effect of the 1986 Tax Reform Act with respect to the 30-percent            
          withholding tax.  Forsyth listed the information that was                   
          required as soon as possible, which included balance sheets;                
          profit and loss statements; profit forecasts; recent tax returns;           
          a listing of all agreements, licenses, etc., that would need to             
          be transferred to the new U.S. subsidiaries; and details of the             
          shareholdings of the Netherlands Antilles companies.  Forsyth               
          needed the information to prepare a tax benefit forecast and a              
          final version of the detailed letter he had reviewed with                   
          Santandreu.                                                                 
               During October 1986, it had not yet been determined who                
          would own the intangibles.  While C&L, with the Spanish                     
          investors’ knowledge, was drafting documents that named Manver as           
          the “licensor” of the intangibles, the Spanish investors were               
          also taking steps to have Gatetown own the intangibles.  In an              
          October 22, 1986, letter from Harris, the United Kingdom                    
          accountants, to “The Directors, Gatetown Limited, Euritor”,                 
          Harris stated their understanding of the current situation and              
          the proposed steps to be taken with regard to the setting up of             
          the trading operation of Gatetown Limited in the United Kingdom.            
          The letter included the following information:                              
               An “NV” Corporation exists with 20% of that Corporation                
               being owned by Spanish individuals and 80% by 7 “arms-                 
               length” “NV” Companies.  * * * Gatetown Limited has                    
               agreed to buy the United States and Canadian copyright                 
               and Royalties from a Spanish Corporation in respect of                 




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