Merrill Lynch & Co., Inc. & Subsidiaries - Page 32




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          Resources, and review of a report prepared by IBM Credit                    
          Corporation for the partners of the IBM partnerships.                       
               On April 23, 1987, a formal presentation regarding the sale            
          of ML Capital Resources was made to Merrill Parent’s board of               
          directors at its regular meeting.  The presentation was made by             
          Courtney F. Jones.  The substance of the presentation was                   
          summarized in a written summary and slides illustrating the                 
          details of the plan for the sale of ML Capital Resources.  The              
          written summary began as follows:                                           
               We have identified a significant economic benefit,                     
               based on an opportunity in the tax law, in selling                     
               Merrill Lynch’s proprietary middle market lease                        
               business.  This economic benefit can be achieved by                    
               structuring a transaction to sell the stock of one of                  
               our leasing subsidiaries, Merrill Lynch Capital                        
               Resources.  We believe that such a sale could                          
               realistically result in an after-tax financial                         
               statement gain of approximately $73 million.                           
               In conjunction with Merrill Lynch Capital Markets we                   
               have identified a purchaser.  The purpose of this                      
               presentation is to secure your approval for the                        
               Executive Committee to approve the final details of the                
               transaction and sign the definitive agreement.                         
          The written summary laid out the various steps of the plan to               
          dispose of Merrill Lynch’s proprietary middle-market lease                  
          business culminating in the sale of ML Capital Resources’ stock.            
               The written summary informed the board of directors that--             
               due to the exhaustion of tax benefits, many of * * *                   
               [ML Capital Resources’] leases have begun to produce                   
               taxable income in 1987.  The projected cash flow from                  
               the leases will in most years not be sufficient to                     
               service the debt and the tax liability generated by the                






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