Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 79




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              M.  Downgrade of Brunswick’s Credit Rating                              
              On June 6, 1991, Moody’s announced that it was placing                  
         Brunswick's debt ratings under review.  On June 19, 1991, Moody’s            
         announced that it was downgrading Brunswick’s long-term debt                 
         rating from Baa1 to Baa2.                                                    
              N.  Dissolution of Saba                                                 
              During a June 21, 1991, Saba partnership meeting, Brunswick             
         informed the partnership that, due to a recent downgrading of                
         Brunswick’s credit rating, Brunswick would have to liquidate its             
         investment in Saba in order to reduce the amount of its                      
         outstanding commercial paper and other borrowings.  On June 21,              
         1991, Saba transferred $1,161,928 to SBC as additional paid-in               
         capital.  The following schedule lists SBC's assets as reflected             
         on its June 21, 1991 unaudited financial statement:                          
               Item                                             Amount                
         Cash                                                 $1,161,928              
         Time deposits                                          2,922,499             
         Norinchukin LIBOR Note (as valued by Merrill Lynch)    7,760,000             
         Brunswick commercial paper                            49,787,895             
         Non-Brunswick commercial paper                        26,696,262             
         Accrued interest on Brunswick commercial paper            73,757             
         Accrued interest on non-Brunswick commercial paper        54,744             
         Accrued interest from time deposits                  931                     
         Total                                                $88,458,016             
              On June 21, 1991, Saba was dissolved.  For purposes of                  
         Saba’s audited and unaudited financial statements, Brunswick was             
         allocated $1,101,381, Skokie was allocated $10,104, and Sodbury              
         was allocated $123,499 of Saba's income from April 1, 1991                   






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