- 25 -
Sodbury was organized to participate as a general partner in
Saba because ABN was not interested in assuming the unlimited
liability of a general partner and ABN's loans to Sodbury could
be syndicated.
B. Skokie Investment Corporation
On February 21, 1990, Brunswick organized a wholly owned
subsidiary, Skokie Investment Corporation (Skokie), under the
laws of the State of Delaware. On February 28, 1990, Brunswick
agreed to lend Skokie $1 million in exchange for a demand
promissory note in that amount with interest at the prime rate.
C. Saba Organizational Meeting
On February 22, 1990, Brunswick representatives McManaman,
O'Brien, and Zelisko met in Bermuda with ABN representatives den
Baas and Peter H. de Beer (de Beer), Assistant Managing Director,
and Merrill Lynch representatives Macauley R. Taylor (Taylor),
Managing Director for Merrill Lynch Capital Markets, Das, and
Zakaria. Lawyers from the law firms of Cravath, Swaine & Moore,
and Mayer, Brown, & Platt, also attended the Bermuda meeting.
This was the first meeting between Brunswick and ABN. During
this meeting, McManaman and ABN representatives discussed the
possibility of ABN’s providing consulting services to Brunswick
for a fee.
On February 22, 1990, Brunswick and Merrill Lynch executed a
letter agreement under which Merrill Lynch agreed to serve as
Page: Previous 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 NextLast modified: May 25, 2011