L&C Springs Associates, Solomon A. Weisgal Investment Associates, Tax Matters Partner, et al. - Page 9

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            with a balloon payment due on January 31, 1987, of $2,250,000,                            
            plus accrued interest.                                                                    
                  Under a collateral agreement of December 15, 1981, that was                         
            entered into between Tanglewood and L&C Springs, upon default on                          
            L&C Springs' $2,450,000 debt obligation, Tanglewood had the right                         
            to terminate L&C Springs' leasehold interest in the L&C                                   
            Properties, and upon any foreclosure of its leasehold interest,                           
            L&C Springs waived any right under Illinois State law of                                  
            redemption of its leasehold interest in the L&C Properties.                               
                  L&C Springs hired Clinton, Boggio & Associates (CB&A) to                            
            manage the L&C Properties.  Boggio was president of CB&A and he                           
            personally managed the L&C Properties and, with Weisgal and                               
            Kanter, participated in all significant business decisions                                
            regarding the L&C Properties.                                                             
                  The relationship between "Clinton" of CB&A and the Clinton                          
            Family Trust (which owned the L&C Properties prior to the sale to                         
            Tanglewood) is not explained in the record.                                               
                  Generally, rental income collected from the L&C Properties                          
            was used to cover CB&A's management service fees, operating                               
            expense of the L&C Properties, real estate taxes, and liability                           
            insurance coverage.                                                                       
                  In November of 1983, Tanglewood refinanced with California                          
            Federal Savings & Loan (Cal Fed) for $1.8 million the underlying                          
            senior three mortgages outstanding and secured by the L&C                                 
            Properties.  As a result of this refinancing, $300,000 in excess                          




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