ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 77

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          the convenience of limiting the extent of Kannex's risk exposure.           
          5.  Initial Stage of Colgate's Partnership Strategy                         
               The first meeting of the Partnership Committee (First                  
          Partnership Meeting) was held in Bermuda on October 27, 1989.               
          The first noteworthy item of business was to appoint Merrill as             
          qualified appraiser of partnership assets and to authorize both             
          Merrill and ABN to make necessary arrangements for the purchase             
          of three specified issues of Colgate debt:  (1) $100 million                
          principal amount of 8.4 percent private placement notes due in              
          1998 (Met Note) held by the Metropolitan Life Insurance Co. (Met            
          Life); (2) $35 million principal amount of 9.625-percent notes              
          due in 2017 (Long Bonds); (3) $5 million principal amount of                
          9.5-percent Eurodollar notes due in 1996 (Euro Notes).                      
               Next, the Partnership Committee resolved that "in order to             
          maximize the investment return on its assets pending the                    
          acquisition of Colgate-Palmolive Bonds", the partnership                    
          authorized Merrill to arrange for the purchase, in the form of a            
          private placement, of $205 million of 5-year floating rate notes            
          with an investor put option exercisable after about 15 to 24                
          months.  Finally, according to the minutes, Pohlschroeder                   
          reported that he had communicated an offer to Met Life to                   
          purchase the Met Notes at a price within a stated price range,              
          and that Met Life undertook to consider the proposal and review             
          it with tax and legal advisers and, if interested, would come to            
          Bermuda on November 17 in order to complete negotiations.  The              




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