ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 58

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          debt for liability management purposes.  He also stated that a              
          contingent payment sale was contemplated, and that ABN's                    
          participation would be limited to 2-3 years.  Den Baas forwarded            
          Taylor's inquiry to Peter de Beer (de Beer), head of the legal              
          department of ABN Trust Co., Curacao N.V. (ABN Trust), who would            
          be responsible for structuring the legal aspects of the                     
          participation and negotiating the agreements.  ABN Trust was                
          engaged in the business of forming and managing Netherlands                 
          Antilles' entities to facilitate financial transactions.  De Beer           
          agreed to meet Colgate representatives in Bermuda during the                
          middle of October 1989.  He learned of the liability management             
          aspects of the proposed partnership only when actual negotiations           
          with Colgate began.                                                         
               Based on prior dealings with Merrill, both den Baas and                
          de Beer were already familiar with the CINS transaction and the             
          defined role of the participating foreign partner.  Taylor had              
          discussed the transaction with den Baas during its development              
          phase early in 1989.  Taylor had previously approached den Baas             
          to solicit ABN's participation in a CINS transaction on behalf of           
          at least one other client.  In that case too, den Baas had                  
          referred him to de Beer, who had represented ABN in the ensuing             
          negotiations.                                                               
               For a number of reasons, ABN was well suited for the role of           
          majority partner in Colgate's liability management partnership.             
          An ABN affiliate created and managed the foreign partners for               




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