- 12 -12
On April 19, 1990, AlliedSignal, ASIC, Barber, and
Dominguito formed ASA as a partnership under New York law. In
April and May 1990, they transferred a total of $1,100,000,000 to
ASA. The following chart delineates the amount of funds
transferred by each partner:
Percentage
Amount Transferred to ASA Interest in ASA
AlliedSignal $99,000,000 9
ASIC 11,000,000 1
Dominguito 594,000,000 54
Barber 396,000,000 36
The funds that Barber and Dominguito transferred to ASA had been
borrowed from ABN pursuant to their respective revolving credit
agreements.
C. The Partnership Agreement
On April 18, 1990, the partners executed the ASA partnership
agreement. The partnership agreement did not incorporate the
Bermuda Agreement but provided guidance in the following areas:
Purpose: ASA would be organized:
for the object and purpose of making investments in
notes, bonds, debentures, and other interest bearing
instruments, owning, managing and supervising such
investments, sharing the profits and losses therefrom,
and engaging in such activities necessarily incidental
or ancillary thereto. The Partnership is also being
organized to enable * * * [AlliedSignal and ASIC] to
reduce their credit risk exposure on investments while
obtaining a yield in excess of what they could obtain
from U.S. treasury securities and to enable * * *
[Barber and Dominguito] to earn a rate of return in
excess of the rate available on direct investments in
the securities which the Partnership plans to purchase.
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