ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 82

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          Pohlschroeder received a telephone message from Met Life stating            
          the insurance company's asking price.  He did not return the                
          call.  There were no negotiations prior to the scheduled meeting,           
          either by Colgate within the United States, or by ABN Trust, the            
          partnership's authorized representative for this purpose, outside           
          the United States.                                                          
               Yordan attended the meeting of the Partnership Committee in            
          Bermuda on October 27 in order to advise the partnership                    
          concerning availability and prices of Colgate's Long Bonds and              
          Euro Notes.  At this time, Pohlschroeder prepared notes regarding           
          standing orders that ACM intended to issue to Merrill for the               
          purchase of the Long Bonds and Euronotes.  The notes apparently             
          reflect a decision as to the timing of these transactions:                  
          "Peter de Beer, Curacao will give instructions from C to M.L.               
          after Citi's purchase".                                                     
               The second partnership meeting was held in Bermuda on                  
          November 17, 1989.  A representative from Met Life came to                  
          Bermuda at this time to negotiate the sale of the Met Note.  The            
          negotiation was not lengthy; price was the only issue, and the              
          parties split the difference between their respective offers.  By           
          Note Purchase Agreement dated November 17, 1989, and effective              
          December 4, 1989, ACM purchased $100 million principal amount of            
          the Met Note for the aggregate purchase price of $99,291,000 plus           
          accrued interest.                                                           






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