Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 101




                                       - 67 -                                         

         Otrabanda acquired approximately $40 million of Brunswick                    
         commercial paper between December 5 and 7, 1990.  Otrabanda held             
         Brunswick commercial paper until April 3, 1991, when it                      
         contributed its commercial paper holdings to OBC International               
         Holdings, Inc.  See discussion infra p.72.                                   
              C.  Brunswick's Purchase of 50 Percent of Bartolo's                     
              Partnership Interest                                                    
              On October 11, 1990, Brunswick purchased 50 percent of                  
         Bartolo's interest in Otrabanda for $69,239,696 in cash.  For                
         purposes of computing the price to be paid for Bartolo's                     
         interest, the partners relied upon Pepe to assign a value to the             
         Sumitomo LIBOR notes.  Pepe valued the Sumitomo LIBOR notes at               
         $20,016,983, and then added to that amount the $750,000 private              
         placement discount and rounded up to derive a value of                       
         $20,767,000.  After Brunswick's purchase of 50 percent of                    
         Bartolo's partnership interest, Brunswick held a 54.0009108-                 
         percent partnership interest in Otrabanda, Skokie held a                     
         .9990892-percent partnership interest, and Bartolo held a 45-                
         percent partnership interest.                                                
              On October 11, 1990, Bartolo transferred the $69,239,696                
         received from Brunswick to Clavicor.  On October 11, 1990,                   
         Clavicor transferred the $69,239,696 to ABN to be credited                   
         against its loan account.                                                    








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