ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 81

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          because substantial amounts of these public issues were held by             
          institutions.  Based upon his own study of market activities and            
          consultation with traders during the first 6 to 9 months of 1989,           
          Pohlschroeder was able to estimate how much of the Long Bonds and           
          Euro Notes were available.  Colgate's treasury department had               
          Yordan perform further research on availability and price.  By              
          the beginning of October, Pohlschroeder felt confident that the             
          partnership would meet Colgate's debt purchase target of                    
          approximately $140 million.                                                 
               The only genuine question in regard to the Met Note was                
          price.  In late September, Pohlschroeder contacted Met Life to              
          indicate a possible interest in purchasing the Met Note.  On                
          October 23, a few days before he returned to Bermuda to conclude            
          the Partnership Agreement, Pohlschroeder prepared himself for               
          negotiations with Met Life by conferring with Yordan.  His notes            
          from that conversation conclude with a reference to the date                
          November 17, which is circled.  As the minutes of the First                 
          Partnership Meeting reflect, Pohlschroeder contacted Met Life               
          again from Bermuda to invite a representative of the insurance              
          company to negotiate a sale of the note in Bermuda on                       
          November 17.  The statement in the minutes that Pohlschroeder had           
          communicated an offer on specific terms appears to have no basis            
          in fact, however.  It is clear that Pohlschroeder refused to                
          enter into any discussion of terms on that occasion.  During the            
          3 weeks prior to the meeting scheduled for November 16 and 17,              




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