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the other hand, if SLA was formed on or after September 4, 1982,
respondent’s adjustments are not properly before the Court in
this proceeding.
FINDINGS OF FACT
The facts may be summarized as follows.
A. The Basic Partnership Documents
A Certificate of Limited Partnership was filed with the
State of New York on July 28, 1981, under the name Greenberg
Brothers Partnership #8.2 The partnership was formed “to engage
in the general business of owning and dealing in all respects
with motion picture films to be acquired by the Partnership.”
Richard M. Greenberg and A. Frederick Greenberg were listed as
the general partners. A. Frederick Greenberg was also listed as
a limited partner. The general partners had “the right to admit
additional Limited Partners.”
SLA issued a Private Placement Memorandum (the Memorandum)
on May 18, 1982, for units of SLA. The Memorandum states that
the partnership was “formed” on July 28, 1981, and that the
original partnership agreement would be amended. The Memorandum
further states that SLA intended to purchase the worldwide rights
to the motion picture “Summer Lovers” from Filmways, Inc.
(Filmways). The purchase price of the film was $6,600,000,
2 Greenberg Brothers Partnership #8 later became known as
SLA.
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