Griffin Paper Corporation - Page 22

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          because the "arrangement did not legally, or as a practical                 
          matter, impose mutual obligations * * * to sell and * * * to buy            
          * * * [and] each party's obligation to act was contingent upon              
          exercise of the put or call, an event which might well fail to              
          occur."  Id. at 844-845.  The same is true here.  When viewed               
          from the perspective of December 31, 1981, the open-ended options           
          may never have been exercised.  To the extent that GNN's expert,            
          Daniel Frisch, testified to the contrary, we find this testimony            
          unpersuasive.  Among other things, Mr. Frisch assumed that GNN              
          would always have the $31.5 million in funds necessary to                   
          exercise its call.  Mr. Frisch also failed to account properly              
          for the real-life possibility that, even though GNN's call may              
          have been "in the money", GNN may have declined to exercise its             
          call because the rate of return on an alternative investment of             
          the $31.5 million may have exceeded GNN's cost of declining to              
          exercise its call.                                                          
               We hold that the sale occurred in 1989.  In so holding, we             
          have considered all arguments made by GNN for a contrary holding            
          and, to the extent not discussed above, find them to be                     
          irrelevant or without merit.                                                
               To reflect the foregoing,                                              
                                                  Decision will be entered            
                                             under Rule 155 in docket No.             
                                             17763-95; decision will be               






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