ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 83

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               Pohlschroeder reported the successful conclusion of the                
          agreement to the Partnership Committee.  According to the                   
          minutes, he pointed out that the partnership would now require              
          cash in order to perform its obligations under the Note Purchase            
          Agreement with Met Life.  In addition, this investment "would               
          create a risk to the Partnership in the event that interest rates           
          increased because the Met Bonds had a fixed rate of interest."              
          Pohlschroeder recommended "that the Partnership hedge its risk by           
          purchasing notional principal contracts with a floating rate of             
          interest."  By resolution of the Partnership Committee, Merrill             
          was authorized to arrange the sale of $175 million principal                
          amount of the Citicorp Notes to one or more of BOT, BFCE, and               
          Mitsubishi Bank "for cash and other LIBOR-based consideration,              
          upon substantially the terms of a draft Installment Purchase                
          Agreement presented to the meeting".                                        
               One other significant item of business at the second                   
          partnership meeting was the adoption of the "Investment Policy              
          Guidelines" (Investment Guidelines).  Weeks before the formation            
          of the Partnership, Pohlschroeder had reported to Heidtke that              
          Colgate would ensure in the Partnership Agreement that the                  
          company's own cash management policies would be used as guidance            
          to maintain "liquidity * * * required to facilitate the buyback             
          of long-term debt".  As it turned out, the partners were not yet            
          ready to adopt such policies at the time the Partnership                    
          Agreement was executed.  The primary objective of the belated               




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