Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 114




                                       - 80 -                                         
              certain technical segment businesses.  These costs were                 
              charged against the gain because the only reason                        
              Brunswick formed the partnership was to maximize the                    
              after tax earnings and cash flow from these                             
              dispositions.                                                           
         Although the second sentence quoted above is crossed out in the              
         copy of the Abrahamson memorandum provided to the Court, the word            
         "STET" appears in the margin next to the sentence in question.               
              Arthur Andersen also prepared a schedule, set forth below,              
         itemizing Brunswick's accrual of $10,370,000 in foreign                      
         partnership expenses for the quarter ended December 31, 1990:                
         Fees (in thousands)               Saba     Otrabanda     Total               
         Merrill Lynch                     1,750      1,425       3,175               
         ABN (advisory fee)(actual $645)     750                    750               
         Bartolo-2nd FP                                 900         900               
         Cravath, Swaine & Moore             250        250         500               
         N.V. Fides (Trust Co.)               50         50         100               
         Other                               300                    300               
         Total Fees                        3,100      2,625       5,725               
         Financing Costs                                                              
         Underwriting Costs                                                           
         Chase Note and 3 CNs              2,840      1,450       4,290               
         Swap and Other                      355                    355               
         Total                             6,295      4,075      10,370               
         Say 10.6                                                                     
         Paid in     Accrued     TOTAL     TOTAL                                      
           1990      at 12-31              EST.EXP.   DIF                             
         Merrill Lynch     1,436       1,750      3,186     3,175       11            
         Relying on a schedule prepared by Brunswick's accounting                     
         department on February 4, 1991, Arthur Andersen estimated that,              





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