ASA Investerings Partnership, Alliedsignal Inc., Tax Matters Partner - Page 4

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               3.  The partnership purchases high-grade, floating-rate                
               private placement notes (PPNs), which include put                      
               options, permitting the notes to be sold to the issuer                 
               at par.                                                                
               4.  The partnership sells the PPNs for consideration                   
               consisting of 80 percent cash and 20 percent LIBOR-                    
               indexed installment notes (LIBOR notes)1.                              
               5.  The partnership reports the sale of the PPNs using                 
               the installment method under section 453.  The gain is                 
               allocated according to each partner's partnership                      
               interest (i.e., the foreign partner recognizes most of                 
               the gain).                                                             
               6.  The partnership purchases high-grade financial                     
               instruments.  Income on such instruments is allocated                  
               among the partners.                                                    
               7.  AlliedSignal buys a portion of the foreign                         
               partner's interest and becomes the majority partner.                   
               8.  The partnership distributes the LIBOR notes to                     
               AlliedSignal and cash to the foreign partner.                          
               AlliedSignal sells the LIBOR notes.                                    
               9.  The partnership liquidates within 12 to 24 months                  
               of formation.                                                          
          Merrill Lynch's representatives explained that the PPN sale could           
          be reported pursuant to the installment sale rules.  Under these            
          rules, a small fraction of the PPNs' basis would be used to                 
          calculate the gain on the sale and the remaining basis would be             
          allocated to the LIBOR notes.  Thus, the PPN sale would create a            
          large capital gain, and the LIBOR note sale would create a large            


               1  LIBOR (London Interbank Offering Rate) is the interest              
          rate that most international banks dealing in Eurodollars charge            
          each other for large loans.  The contingent obligations are                 
          called LIBOR notes because payments are based on the product of             
          LIBOR times a notional amount.                                              




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Last modified: May 25, 2011