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After the December 4, 1990 distribution, Brunswick held a
88.3651268-percent partnership interest in Otrabanda, Skokie held
a 1.6348732-percent partnership interest, and Bartolo held a 10-
percent partnership interest.
On December 4, 1990, Brunswick, Skokie, and Bartolo also
agreed to amend the Otrabanda partnership agreement to provide
that an act of the partnership committee would only require the
vote or consent of partners whose aggregate partnership
percentages were not less than 90 percent. This amendment had
the practical effect of vesting Brunswick with control of
Otrabanda inasmuch as Brunswick's and Skokie's aggregate
partnership percentage interest was exactly 90 percent.
On December 10, 1990, Brunswick paid Bartolo $645,000 in
cash. It appears that this payment represents the price that
Brunswick paid to obtain control of Otrabanda. The $645,000
amount was recorded in the portion of Brunswick's Accrued
Disposition Costs reserve account allocated to partnership
activity. Brunswick Corporation Posting Cycle Journal Entry No.
12-79 states that the $645,000 represents "fees due to ABN for
Otrabanda Partnership." On December 11, 1990, Bartolo
transferred the $645,000 to Clavicor and Clavicor transferred the
$645,000 to ABN to be applied as a credit to its loan account.
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