ACM Partnership, Southampton-Hamilton Company, Tax Matters Partner - Page 125

                                       - 83 -                                         
          Temporary Income Tax Regs., 46 Fed. Reg. 10711 (Feb. 4, 1981).              
          On November 3, 1989, ACM purchased $205 million of Citicorp                 
          Notes, and, 3 weeks later, it sold $175 million of the notes to             
          BOT and BFCE for $140 million in cash and eight LIBOR Notes with            
          a present value of $35 million.  The LIBOR Notes did not provide            
          for the payment of a stated principal amount.  For FYE 11/30/89,            
          ACM applied the ratable basis recovery rules of section                     
          15a.453-1(c), Temporary Income Tax Regs., supra, recovering only            
          $29,250,761 of its basis in the notes and recognizing                       
          $110,749,239 of capital gain.  ACM allocated $91,516,689 of the             
          gain to Kannex, an entity that was not subject to U.S. tax.                 
               In FYE 12/31/91, after ACM redeemed Kannex's partnership               
          interest, ACM sold the BOT LIBOR Notes to BFCE for $10,961,581,             
          and, under section 15a.453-1(c), Temporary Income Tax Regs.,                
          supra, recognized a capital loss of $84,997,111.  ACM allocated             
          $84,537,479 of this loss to Colgate and Southampton.                        
               We must decide whether ACM's planned sequence of investments           
          and dispositions should be respected for tax purposes.  We                  
          sometimes refer to ACM's planned sequence of investments and                
          dispositions calculated to create the capital losses that were              
          the objective of the CINS transaction as the "section 453                   
          investment strategy".                                                       
          1.  Mechanics of a Contingent Payment Sale                                  








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