Myron Barlow and Arlene Barlow - Page 10




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          would own the remaining 1 percent.  Pursuant to the offering                 
          memorandum, each limited partner was required to have a net worth            
          (including residence and personal property) in excess of $1                  
          million, or net income in excess of $200,000, for each investment            
          unit.                                                                        
               The offering memorandum stated that Dickinson would pay                 
          “fees of purchaser representatives and selling commissions” from             
          the proceeds of the offering in an amount equal to 10 percent of             
          the aggregate price of the units.                                            
               The offering memorandum also stated that Dickinson could pay            
          professional fees to “Fred Gordon, Esq., Special Counsel to the              
          General Partner”, in an amount equal to 5 percent of the                     
          aggregate price of the units.  Gordon provided legal services to             
          the partnership for which he was compensated.                                
               The face of the offering memorandum warned, in bold capital             
          letters, that “THIS OFFERING INVOLVES A HIGH DEGREE OF RISK”.                
          The offering memorandum also warned that “An investment in the               
          partnership involves a high degree of business and tax risks and             
          should, therefore, be considered only by persons who have a                  
          substantial net worth and substantial present and anticipated                
          income and who can afford to lose all of their cash investment               
          and all or a portion of their anticipated tax benefits.”  The                
          offering memorandum went on to enumerate significant business and            
          tax risks associated with an investment in Dickinson.  Among                 






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Last modified: May 25, 2011