Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 139

                                        -217-                                         
               F.  Other Considerations                                               
               1.  SMP’s Other Film-Related Activities                                
               After the CDR transaction, SMP acquired the “City Lights”              
          library, the “Wisdom” library, the “Moving Picture” library, the            
          “Five Stones” library, and the “Vista Street” library.                      
          Petitioner suggests these acquisitions should have some bearing             
          upon our evaluation of the CDR transaction.  We disagree.  There            
          is no evidence to suggest that these acquisitions were                      
          contemplated at the time of the CDR transaction; these                      
          acquisitions are entirely unrelated to any supposed film venture            
          with the banks.  In any event, the acquisitions are relatively              
          insignificant when compared to the enormous tax losses that the             
          Ackerman group claims to have reaped from the CDR transaction and           
          the $14,595,652 fee that Imperial paid SMP for its share of tax             
          losses on the Corona transaction.162                                        
               Petitioner also points to a number of discussions that he              
          had in 1997, 1998, and 1999, which related to certain film-                 
          related transactions and activities.163  According to Mr. Lerner,           

               162 The film libraries consisted of 85 film titles, for which          
          the Ackerman group paid a total of $1.1 million.                            
               163 The discussions involved:  (1) A possible distribution             
          deal between SMHC and Orion in 1997; (2) a possible sale by the             
          Jones Entertainment Group in 1997 of the rights to 5 film titles;           
          (3) negotiations in 1997 with CitiCorp Ventures, which was                  
          interested in acquiring a film library for use in its chain of              
          theaters; (4) a possible distribution relationship with UnaPix              
          Entertainment in 1997; (5) negotiations with Comcast Corp.,                 
                                                             (continued...)           





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