Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 54




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         million.  The second partnership investment was recommended                  
         because Brunswick was generating additional cash and capital                 
         gains from the sale of its Technical businesses and Nireco stock.            
         The Board of Directors also authorized McManaman and/or O'Brien              
         to enter into agreements on behalf of Brunswick for the purchase             
         and sale of treasury securities for forward delivery and to                  
         increase the amount authorized for interest rate swap                        
         transactions up to $225 million.                                             
              F.  O'Brien's Interest Rate Forecast                                    
              One of O'Brien's duties as Brunswick's treasurer was to                 
         track the movement of interest rates.  In early 1990, O'Brien                
         believed that interest rates would rise.  However, during the                
         period June through September 1990, O'Brien's view of the                    
         direction of interest rates was "in transition", and he was                  
         uncertain whether interest rates would rise or fall.  By early               
         September 1990, O'Brien was convinced that interest rates would              
         fall.                                                                        
         II.  Algemene Bank Nederlands N.V.                                           
              During the period in question, Algemene Bank Nederlands N.V.            
         (ABN), was the largest bank in the Netherlands.  During all                  
         relevant periods, ABN offered comprehensive corporate,                       
         institutional, and individual financial services including                   
         domestic and international lending, trade finance and                        
         international payments, international corporate finance and                  





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