ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 47

                                       - 133 -                                        
               d.  Interim use for idle cash                                          
               Petitioner explains the investment in the Citicorp Notes on            
          November 3, 1989, in part by the need for an interim use for the            
          partners' cash contributions during the indefinite period during            
          which efforts were made to identify and acquire Colgate debt.               
          This is supported by the account that Taylor gave of the sequence           
          of events in his trial testimony:                                           
                    The partnership was funded on November 2nd.                       
                    From that date forward, Colgate or                                
                    Southampton-Hamilton was - was negotiating                        
                    for the repurchase of a prior [sic-private]                       
                    placement note from Met.                                          
                    Merrill Lynch was trying to identify, locate,                     
                    and purchase Colgate long bonds, and ABN Bank                     
                    was charged with identifying, locating, and                       
                    purchasing Euro notes * * * so, * * * the                         
                    cash needed to be invested and it was                             
                    invested in these notes. [Emphasis added.]                        
               The weight of the evidence indicates that the search for               
          Colgate debt had begun long before the partnership was funded,              
          and that by the beginning of November the timing of the                     
          partnership's purchase of the debt was largely within its                   
          control.  Between December 4 and 8, 1989, ACM acquired the Met              
          Note, Euro Notes, and Long Bonds in an aggregate principal amount           
          of $135.9 million.  Prior to ACM's formation, Merrill prepared a            
          series of cash-flow projections with respect to the investment              
          activities of a liability management partnership under various              
          assumptions.  In the six projections between August 8 and                   







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