ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 99

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          Policies, partnership assets were revalued and unrealized income,           
          gains, and losses were allocated among the partners.  For this              
          purpose, a value of $13,974,304 was assigned to the BOT LIBOR               
          Notes, reflecting their current market value increased by the               
          $781,250 origination cost attributable to them.  The liquidating            
          distribution that Kannex received was equal to the resulting                
          balance in its capital account.                                             
               At the twelfth partnership meeting, held on December 5,                
          1991, it was observed that                                                  
               as Colgate and a subsidiary, Southampton, owned 99.4%                  
               of the Partnership, the principal Partners' net                        
               economic exposure to the risk of interest rate                         
               fluctuations in the value of the Colgate debt was                      
               effectively minimal, and the Partnership need not                      
               maintain its position in the instruments purchased to                  
               hedge against such exposure.                                           
          Moreover, the LIBOR Notes "were a highly volatile investment and            
          * * * without the need to hedge interest rate risk, it was unwise           
          for the Partnership to hold them."  "[Short-term interest rates             
          had declined steadily in recent months, thereby reducing the                
          value of the instruments."  It was resolved that the partnership            
          would sell the LIBOR Notes.  The final substantive comment of the           
          meeting was delivered by Belasco, representing Colgate, who noted           
          that "the Partnership had achieved substantially all of its                 
          objectives in connection with the acquisition of Colgate bonds              
          and related debt management."                                               








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