Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 77




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         on its consolidated Federal income tax return, Brunswick would               
         have reported a short-term capital loss attributable to Saba of              
         $84,344,913.                                                                 
              I.  Partial Redemption of Sodbury's Partnership Interest                
              On September 14, 1990, Saba distributed $60,204,145 in cash             
         to Sodbury in redemption of a 35-percent partnership interest.               
         For purposes of determining the amount to be distributed in the              
         redemption, Pepe valued the remaining Norinchukin LIBOR note held            
         by Saba at $9,680,000.  The $9,680,000 amount included a $375,000            
         private placement discount (25 percent of the original $1,500,000            
         private placement discount) and $133,750 (25 percent of the                  
         unidentified $535,000 "fee").                                                
              After the September 14, 1990 distribution, Brunswick held a             
         89.181882-percent partnership interest in Saba, Skokie held an               
         .8181818-percent partnership interest, and Sodbury held a 10-                
         percent partnership interest.                                                
              On September 14, 1990, Sodbury transferred the $60,204,145              
         that it received from Saba to ABN to be applied as a credit                  
         against its loan account.                                                    
              J.  Payments on Norinchukin LIBOR Note                                  
         Norinchukin made timely payments to Saba on the remaining                    
         LIBOR note between October 1990 and April 1991.  Saba amortized              
         the LIBOR note payments for tax purposes and reported imputed                
         interest as follows:                                                         





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