Investment Research Associates - Page 344




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               3.  Sale of Cashmere Stock by WACO to Equity Financial                  
               Kanter provided a legal opinion, dated September 1, 1983, to            
          Equity Financial regarding "certain matters in conjunction with              
          the purchase * * * of Cashmere Investments Associates, Inc."                 
               On September 2, 1983, Waco sold the Cashmere stock to Equity            
          Financial for $1,647,500, which was paid by check.  Cashmere had,            
          as assets, cash of $498,500, consequently the remainder of the               
          consideration, $1,149,000 related to the acquisition costs of the            
          partnership interests.  Zell and Lurie were not interested in the            
          Cashmere stock.  Their sole interest was to buy the partnership              
          interests outright, but this was the only way that Kanter would              
          permit the sale.                                                             
               Immediately after the sale, Zell and Lurie liquidated                   
          Cashmere because its limited purpose was fulfilled.                          
               4.  How Sale of Cashmere Stock Was Reported on Tax Returns              
               Kanter did not report any income from, nor in any way                   
          reflect, the installment sale of Cashmere stock on his 1983 and              
          1986 Federal tax returns.                                                    
               Kanter reported installment sale income on Forms 6252                   
          attached to his 1984 and 1985 Federal tax returns, as follows:               













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