William and Joan Spears - Page 23

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          considered Becker knowledgeable with respect to the tax code and            
          tax advantaged investments.  Farrell would not discuss                      
          investments with Becker if they did not have tax benefits.                  
               The tax benefits associated with the Partnership                       
          transactions were a primary investment consideration for Spears.            
          He understood that he would have taxable income to report when              
          SAB Associates discontinued its tax straddle business, and that             
          the investment tax credits from the recyclers would be available            
          to those partners who rolled over their investments and remained            
          with SAB Associates.  Spears reviewed the offering memorandum for           
          SAB Recycling, and he and Becker discussed the Sentinel EPE                 
          recyclers and the Partnership transactions in general.  Spears              
          relied upon Becker more than he did the offering materials.                 
          Spears knew he was not able to understand the plastics recycling            
          technology.  He explained that when Spears, Benzak required                 
          analysis of technology investments, the firm "would rely * * * on           
          others" who had knowledge of the technology in question.                    
          However, even though Spears was the founder and a senior member             
          of Spears, Benzak, which was a substantial investment counseling            
          firm, he did not consider it appropriate to "bring resources from           
          within [his] firm to bear on a personal investment".                        











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