Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 72




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         Brunswick's capital losses from its partnership investments, and             
         that Brunswick would have $51 million in capital losses to carry             
         back to taxable years 1987 through 1989.  On April 25, 1990,                 
         McManaman presented his projections to Brunswick's Board of                  
         Directors.                                                                   
              D.  Brunswick's Purchase of 50 Percent of Sodbury's                     
              Partnership Interest                                                    
              During a July 13, 1990, Saba partnership meeting, Sodbury               
         requested that the remaining partners purchase 50 percent of its             
         interest in the partnership.  Brunswick agreed to pay $92,452,227            
         in cash for 50 percent of Sodbury's partnership interest based in            
         part upon Pepe's valuation of the Fuji and Norinchukin LIBOR                 
         notes.  In notes dated July 13, 1990, Pepe valued the Fuji and               
         Norinchukin LIBOR notes held by Saba at $36,213,588, and then                
         added to that amount $2,035,000--the sum of the $1,500,000                   
         private placement discount and an unidentified additional amount             
         of $535,000.  Pepe rounded the resulting figure of $38,248,588 up            
         to $38,250,000.  By valuing the Fuji and Norinchukin LIBOR notes             
         in this fashion, Sodbury was relieved of the cost or private                 
         placement discount associated with the sale of the Chase PPNs.               
              After Brunswick's purchase of 50 percent of Sodbury's                   
         interest in Saba, Brunswick held a 54.5-percent partnership                  
         interest in Saba, Skokie held a .5-percent partnership interest,             
         and Sodbury held a 45-percent partnership interest.                          






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