Norwest Corporation and Subsidiaries - Page 60

                                        -60-                                          
          market. It chose to participate in the government repurchase                
          market where the Central Bank paid full face value for the debt.            
          Our task is to decipher the events that did occur, rather than              
          those that could have occurred.  Mr. Narayana, petitioner's                 
          officer charged with overall responsibility for the debt-equity             
          conversion, testified that petitioner considered the conversion             
          more beneficial than a sale of the debt on the secondary market.            
          Furthermore, as the Court's Supplemental Opinion in G.M. Trading            
          acknowledges, a creditor is motivated to engage in a debt-equity            
          conversion by the additional value the transaction creates, above           
          and beyond the secondary market sale of the debt.  If not for this          
          added value, a creditor would have no reason to spend the time and          
          resources necessary to complete the transaction.  106 T.C. at 260-          
          261.                                                                        
               It is clear that petitioner engaged in the debt-equity                 
          conversion because it concluded, after extensive investigation and          
          analysis of the investment, that  a  14.361-percent  equity                 
          investment in PCC was worth more than the approximately $8 million          
          cash petitioner could have received from a secondary market sale.           
          Contrary to petitioner's argument, the value of the blocked                 
          deposits on the secondary market is not relevant to the value of            
          petitioner's PCC equity interest and does not represent a ceiling           
          on that value. While we acknowledge that had petitioner sold the            








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