Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 25




                                       - 113 -                                        
              Despite petitioner's assertions to the contrary, there is               
         overwhelming evidence in the record that Saba and Otrabanda were             
         organized solely to generate tax benefits for Brunswick.                     
         Although petitioner has attempted to downplay the significance of            
         the document, the Zelisko memorandum is direct and compelling                
         evidence that Brunswick intended to use the partnerships as a                
         device to generate capital losses to offset the capital gains                
         that Brunswick anticipated on the sales of its Technical                     
         businesses and Nireco stock.  The Zelisko memorandum, prepared               
         shortly after Ms. Zelisko's meeting with Merrill Lynch                       
         representatives and well in advance of the formation of the                  
         partnerships, describes in precise detail the steps that would be            
         required for the CINS transactions to generate substantial                   
         capital losses for Brunswick's benefit.  Each of the partnerships            
         subsequently fulfilled all of the steps outlined in the Zelisko              
         memorandum.                                                                  
         Equally compelling is the "FOREIGN PARTNERSHIP TAX UPDATE"                   
         that McManaman prepared on April 20, 1990, in which he projected             
         that Brunswick would realize capital losses of $80 million and               
         $57 million from its participation in Saba and Otrabanda,                    
         respectively.  Significantly, McManaman's projections generally              











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