Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 81




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              O.  Dissolution of Sodbury                                              
              On or about March 20, 1991, Sodbury paid dividends of $328              
         to both Pietermaai and Ronde Klip.  The dividends were                       
         transferred to ABN and were credited to Pietermaai's and Ronde               
         Klip's loan accounts.                                                        
              On June 21, 1991, ABN-Willemstad released all of its right,             
         title, and interest in and to the collateral assigned to it under            
         the February 26, 1990, pledge agreements between ABN, Pietermaai,            
         and Sodbury and between ABN, Ronde Klip, and Sodbury.  Effective             
         July 26, 1991, ABN exercised its options under the February 26,              
         1990, option agreements to buy Pietermaai's and Ronde Klip's                 
         holdings in Sodbury.                                                         
              On July 26, 1991, Sodbury paid ABN $3,065,347, an amount                
         representing Sodbury's total liabilities and stockholder's equity            
         of $3,071,347 less $6,000 of capital.  On that same date,                    
         Sodbury's loan account with ABN was credited in the amount of                
         $3,065,347.  This amount is reflected as an interim dividend on              
         Sodbury's financial statement.                                               
              On July 29, 1991, Pietermaai and Ronde Klip each repurchased            
         3,000 shares of Sodbury stock from ABN for $1.  On the same date,            
         an extraordinary meeting of Sodbury's shareholders was held, and             
         it was resolved to dissolve Sodbury.  Curab, N.V., an entity                 
         controlled by ABN Trust, was appointed liquidator.                           







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