Frances L. and Gary L. Rambacher - Page 5

               distribution costs) to satisfy the lease payments for the              
               Book Properties relating to each Literary Work a very                  
               substantial number of Books will have to be sold.  * * *               
               The number of Books required to be sold to return a profit             
               to the Partnership in almost all cases greatly exceeds the             
               industry average. * * *                                                
               Accordingly, there is a high degree of probability that                
               exploitation of the Book Properties relating to any one of             
               the Literary Works will not yield a profit to the                      
               Partnership and that an investor may not recoup all or any             
               portion of his cash investment in the Partnership.                     
          Similarly, the Memorandum for Series 124 stated:                            
               Although the appraisals support the value of Properties on             
               both the Lessor and Partnership levels, there is no                    
               guarantee that all or any of the Books or Disks will achieve           
               the level of sales necessary to result in Partnership                  
               profits.  The Services Contractors have agreed to use their            
               best efforts but are not bound by any minimum performance              
               In addition, the private placement memoranda for Series 98             
          and Series 124 included unsigned proposed tax opinion letters.              
          The letter for Series 98 cautions:                                          
               Although the opinions may be deemed an indication of the               
               fair market value of the Book Properties, they will be                 
               estimates only, and cannot be regarded as definitive with              
               respect thereto.  It is highly likely that unless a Book               
               achieves substantial sales, the IRS will not agree with the            
               appraised value therefor.  We have made no independent                 
               investigation as to the fair market value of any of the Book           
               Petitioner decided to invest in Series 98 and Series 124               
          based upon the information contained in the offering materials.             
          His review of these materials primarily focused on the cash-flow            
          analyses and the proposed tax opinion letters.  Petitioners                 
          invested $6,250 in Series 98 in 1982, and in 1983 they invested             
          $6,250 in Series 124.  Petitioners invested with others in the              

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