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PLEASE PROVIDE ME WITH ANY COMMENTS YOU MAY HAVE
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DKIESQ@aol.com Oct 18, 2007 9:43 PM
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<jeeproject@yahoo.com>
I have forwarded this to George Delson for his Comments and he was
comfortable with it from a "tax perspective". I would like your comments
before I send to ASW and LHW. FYI, according to George, because LHW is
deemed to be the owner of the Trust property of TWCTII, LHW's signature would be
required to authorize a transfer of the Ranch Lake II and Ranch Lake III shares
to the ASW owned entity in cancellation of a portion of a $44,100,000 receivable
owned by TWCTII. FYI, the cancellation of $30,621,000 of that receivable
is based on Rich Kahn's calculation of your total investment in Ranch Lake II
and Ranch Lake III, which is actually $30,621,186.13. I was not sure if
you wanted to cancel more or less than the amount of investment. George
was comfortable with total investment as a means of determining FMV. But,
I did not want to make that decision without your input.
The representations regarding transferring title to the stock of Ranch Lake
II and Ranch Lake III free and clear of liens seems appropriate. As do the
representation that to FTC's knowledge the two entities acquired the ranch lake
properties, and have not affirmatively transferred any title they
acquired. If you want more bells and whistles and comfort from either
FTC's side or TWCTII's side, please let me know.
Darren K.
Indyke
Attorney-At-Law
457 Madison Avenue
4th Floor
New York, New York 10022
Tel: 212-750-1176
Fax: 212-750-0381
e-mail: dkiesq@aol.com
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IRS Circular 230 Legend: Any advice contained herein was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal, state, or local tax penalties. Unless otherwise specifically indicated above, you should assume that any statement in this email relating to any U.S. federal, state, or local tax matter was written in connection with the promotion or marketing by other parties of the transaction(s) or matter(s) addressed in this email. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.
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Confidentiality Notice: This communication and any attachments contain information from Darren K. Indyke, Esq. that constitute attorney work product or that are otherwise confidential and/or privileged. Except for personal use by the intended recipient, or as expressly authorized by the sender, any person who receives this information is prohibited from disclosing, copying, distributing, and/or using it. If you have received this communication in error, please immediately delete it and all copies, and promptly notify the sender at the above telephone number or electronic mail address. Nothing in this communication is intended to operate as an electronic signature under applicable law.
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Attorney-At-Law
457 Madison Avenue
4th Floor
New York, New York 10022
Tel: 212-750-1176
Fax: 212-750-0381
e-mail: dkiesq@aol.com
------------------------------
IRS Circular 230 Legend: Any advice contained herein was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal, state, or local tax penalties. Unless otherwise specifically indicated above, you should assume that any statement in this email relating to any U.S. federal, state, or local tax matter was written in connection with the promotion or marketing by other parties of the transaction(s) or matter(s) addressed in this email. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.
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Confidentiality Notice: This communication and any attachments contain information from Darren K. Indyke, Esq. that constitute attorney work product or that are otherwise confidential and/or privileged. Except for personal use by the intended recipient, or as expressly authorized by the sender, any person who receives this information is prohibited from disclosing, copying, distributing, and/or using it. If you have received this communication in error, please immediately delete it and all copies, and promptly notify the sender at the above telephone number or electronic mail address. Nothing in this communication is intended to operate as an electronic signature under applicable law.
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