Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 108




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              J.  Dissolution of Bartolo                                              
              On March 20, 1991, Clavicor paid a dividend of $494 to                  
         Jasper and Rocky.                                                            
              On June 21, 1991, ABN-Willemstad released all of its right,             
         title, and interest in and to the collateral assigned to it under            
         the June 25, 1990, pledge agreements between ABN, Jasper, and                
         Clavicor and between ABN, Rocky, and Clavicor.                               
              Effective July 26, 1991, ABN exercised its options under the            
         June 25, 1990, option agreements with Rocky and Jasper to buy                
         their holdings in Clavicor.  On July 26, 1991, Clavicor paid ABN             
         $859,917 representing Clavicor's total stockholder's equity.                 
              On July 29, 1991, Jasper and Rocky repurchased the 6,000                
         shares of Clavicor from ABN for $1.  Clavicor was dissolved on               
         the same date.  Curab, N.V., an entity controlled by ABN Trust,              
         was appointed liquidator.                                                    
              On July 29, 1991, Bartolo declared a dividend of $4,795,973,            
         even though its net assets only consisted of $287,404.  Bartolo              
         had previously paid $4,514,569 to Clavicor in multiple payments;             
         Clavicor had then paid the $4,514,569 to ABN in multiple                     
         payments.  Bartolo was dissolved on July 29, 1991.  Curab, N.V.              
         was appointed liquidator.                                                    











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