Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 43




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         $500,000 and $675,000 upon the sales of Vapor Corporation and                
         Brunswick's Nireco stock, respectively.                                      
              Brunswick sold the following businesses from its Technical              
         group on the dates and at the prices indicated:                              
                   Transaction         Date                 Sales Price               
              Nireco - 400,000 shares  October, 1989        $16,606,964               
              Energy Conservation SystemsMay 11, 1990         37,220,000                
              Vapor AC                 June 27, 1990        4,515,000                 
              Nireco - 2,386,000 shares   July 1990         91,061,851                
              TXT (Valve & Control)    August 24, 1990      22,532,000                
              Circle Seal              September 6, 1990    24,500,000                
              MIMS                     September 6, 1990    845,000                   
              Nireco - 450,000 shares  September, 1990      13,433,275                
              Vapor                    December 21, 1990    39,502,000                
         The $22,532,000 sales price for TXT included a $7,500,000                    
         promissory note.  On December 28, 1990, Brunswick received                   
         $5,500,000 in exchange for cancellation of the note.                         
              On October 22, 1990, Brunswick paid Merrill Lynch                       
         $1,210,493--an amount equal to 1.125 percent of the proceeds from            
         the sale of 2,836,000 Nireco shares, plus an additional $925,000             
         pursuant to the March 28 and September 4, 1990, amendments to the            
         Nireco fee agreement.                                                        
              On January 18, 1991, Brunswick paid Merrill Lynch                       
         $1,161,116--an amount equal to 1.25 percent of the proceeds from             
         the sale of Vapor Corporation and Vapor AC, and 2.5 percent of               
         the sales price of TXT, plus an additional $1,750,000 pursuant to            
         the March 28 and September 4, 1990, amendments to the IPD fee                
         agreement.                                                                   








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