Medieval Attractions N.V - Page 122

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          operating at the time.  C&L used 3-year income streams on the two           
          nonoperating castles instead of the 5-year income streams used on           
          the operating castles.  The New Jersey and Glendale/San Diego               
          castle amounts were added to the MDT lump-sum amount for a total            
          of $15.75 million.  The MDT discounted present value amounts were           
          computed as:  Buena Park, $9.9 million; New Jersey,                         
          $3.15 million; and Glendale/San Diego, $2.7 million.  The                   
          lump-sum amount for MSI was $7 million.  Under this plan, MSI and           
          MDT would have collectively given Manver promissory notes for               
          $22.5 million in 1987 and paid interest on the promissory notes             
          monthly.  The principal would have been due in 5 years.                     
               Under the lump-sum plan, MSI and MDT would have been subject           
          to withholding tax on the interest payments to Manver.  C&L                 
          therefore suggested that the withholding could be avoided through           
          the use of commercial paper.  C&L advised that there was an                 
          exemption in the U.S. tax law that excused the withholding tax on           
          interest on promissory notes (commercial paper) with a term of              
          less than 183 days.                                                         
               Forsyth dealt primarily with Santandreu and Onate concerning           
          the commercial paper.  The procedure required issuing an initial            
          round of commercial paper (tranche) with a maturity of less than            
          183 days.  Prior to maturity, the tender panel manager must have            
          the cash available to repay the first tranche.  The cash could              
          come from a new issue of commercial paper, or, alternatively, the           
          tender panel manager could call on the guarantor or the company             




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