Parker Properties Joint Venture, PDW&A, Inc., A Partner Other Than The Tax Matters Partner - Page 11

                                       - 11 -                                         

               It is fairly obvious in the agreement that Commercial                  
               is forgiving approximately $4.8 million of debt.  The                  
               equity interest received is worthless and Commercial                   
               intends to charge off the portion of the debt so                       
               exchanged.  The charge off will be taken during the                    
               year ending June 30, 1988, and will be listed along                    
               with Commercial's other loans charged off.                             
               Ultimately, on the same day, after the tax advice had been             
          sought and received on the proposed transaction, the terms of the           
          draft agreement were integrated into a virtually identical final            
          agreement (the Agreement).  The Agreement was reached between               
          Messrs. Gitlitz, Nicholson, and Winn, individually, and PDW&A,              
          Nicholson Enterprises, Parker Properties, Twenty Mile, Parker               
          480, ESL, and Commercial.  The Agreement provided that Commercial           
          was contributing approximately $4.8 million of additional capital           
          through debt reduction to Parker Properties and Twenty Mile on              
          behalf of ESL.  However, the terms of the Agreement also provided           
          that ESL would then convey its interests in both Parker                     
          Properties and Twenty Mile (which was to include the $4.8 million           
          capital contribution by Commercial) to Nicholson Enterprises and            
          PDW&A for $5,000 each.  Parker Properties, Twenty Mile, Parker              
          480, and their respective partners agreed to indemnify Commercial           
          and ESL from any claims made against them.  The transaction was             
          to close on or before June 28, 1988.                                        
               Regarding the apartment mortgages, a separate agreement was            
          entered into between Commercial and Riverbank Acquisition                   







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