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Caracello’s stock interest for $222,133. Payment for these stock
interests was in the form of a promissory note of the respective
redeeming corporation. All redemptions were based on the book
values of the dealerships as reflected on the GMOR.
Next, on June 21, 1993, each of the newly formed S
corporations contributed $9,000 in cash to the limited partnership
in which it was to hold an interest. Simultaneously, (1) Coggin
Pontiac, Inc., contributed the assets and liabilities of its
Pontiac dealership (valued at $5,737,129) to CP-GMC Motors, Ltd.,
(2) Coggin Pontiac, Inc., contributed the assets and liabilities of
its Honda dealership (valued at $3,613,421) to CH Motors, Ltd., (3)
Coggin Nissan, Inc., contributed the assets and liabilities of its
Nissan dealership (valued at $1,600,467) to CN Motors, Ltd., (4)
Coggin Imports, Inc., contributed the assets and liabilities of its
Acura dealership (valued at $85,989) to CA Motors, Ltd., (5)
Coggin-O’Steen Motors, Inc., contributed the assets and liabilities
of its Mercedes Benz/BMW dealership (valued at $3,753,962) to CFP
Motors, Ltd., and (6) Coggin-O’Steen Imports, Inc., contributed its
general partnership interest in the Coggin-Andrews partnership
(valued at $669,504) to CO Motors, Ltd.
Concurrently, (1) Messrs. Andrews and Seth each contributed
the $143,575 Coggin Nissan, Inc. note to CN Motors, Ltd., in
exchange for a 5-percent (total 10 percent) limited partnership
interest, (2) Mr. Hanania contributed the $53,849 Coggin Imports,
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