ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 78

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          Partnership Committee authorized ABN Trust to conduct "such                 
          further discussions from outside the U.S. as are necessary with             
          Metropolitan prior to such meeting."                                        
               During the proceedings in Bermuda, Taylor and Fields, on two           
          separate occasions, presented Pohlschroeder and Belasco with                
          revised estimates of the present value of transaction costs that            
          were likely to be incurred in connection with the anticipated               
          partnership transactions.  According to one estimate, the total             
          amounted to $6.95 million before tax, including $1.31 million               
          origination cost on the sale of the private placement securities            
          and issuance of the LIBOR Notes and $1.0 million for remarketing            
          of the LIBOR Notes.  The other estimate was higher:  A total of             
          $7.91 million before tax, including origination and remarketing             
          costs of $2.0 million and $1.1 million, respectively.  Colgate              
          and Merrill did not discuss the costs of alternative short-term             
          investments for the partnership's cash balances pending                     
          acquisition of Colgate debt.                                                
               On November 2, 1989, the partners' cash contributions in the           
          amount of $205 million were deposited in the partnership bank               
          account at ABN New York paying interest at a rate of 8.75 percent           
          annually.  The funds were withdrawn, at no cost, on the following           
          day.  By Private Placement Note Purchase Agreement between ACM              
          and Citicorp, dated November 3, 1989, ACM acquired from Citicorp            
          at par $205 million principal amount of floating rate notes due             
          October 19, 1994 (Citicorp Notes or the Notes).  The Citicorp               




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